UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
(Rule 14c-101)
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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John Hancock Variable Insurance Trust
(Name of Registrant as Specified in Its Charter)
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JOHN HANCOCK VARIABLE INSURANCE TRUST
200 Berkeley Street
Boston, Massachusetts 02116
January 27, 2022
Dear Variable Annuity and Variable Life Contract Owners:
Enclosed is the Information Statement of John Hancock Variable Insurance Trust (the “Trust” or “JHVIT”) regarding a new subadvisory agreement between John Hancock Variable Trust Advisers LLC (the “Advisor”) and Allspring Global Investments, LLC (“Allspring Investments”) (formerly Wells Capital Management, Incorporated) with respect to Core Bond Trust (the “Fund”), a series of JHVIT (the “New Subadvisory Agreement”). The Board of Trustees of JHVIT (the “Board”) approved the New Subadvisory Agreement with Allspring Investments at its regularly scheduled Board meeting held on June 21-24, 2021. The New Subadvisory Agreement was required because Wells Fargo & Co., the ultimate parent company of Allspring Investments, the subadvisor to the Fund, sold a majority stake of its asset management business, including Allspring Investments, to GTCR LLC and Reverence Capital Partners, L.P. on November 1, 2021 (the “Effective Date”). As a result of this transaction, the former subadvisory agreement between the Advisor and Allspring Investments with respect to the Fund (the “Former Subadvisory Agreement”) automatically terminated on the Effective Date. Pursuant to the New Subadvisory Agreement, Allspring Investments manages the Fund’s investments and determines the composition of the assets of the Fund subject to the supervision of the Board and the Advisor.
Although you are not a shareholder of JHVIT, your purchase payments and the earnings on such payments under your variable annuity or variable life insurance contracts issued by John Hancock Life Insurance Company (U.S.A.) (“John Hancock USA”) or John Hancock Life Insurance Company of New York (“John Hancock NY”) are invested in subaccounts of separate accounts established by these insurance companies. Each subaccount invests in shares of a JHVIT fund, including the Fund.
The New Subadvisory Agreement is not expected to result in any reduction in the nature, extent or quality of subadvisory services provided to the Fund. The portfolio management team at Allspring Investments that managed the Fund’s portfolio pursuant to the Former Subadvisory Agreement has continued to do so after the Effective Date. The advisory fee rates payable by the Fund to the Advisor remain the same and the subadvisory fee rates payable to Allspring Investments by the Advisor remain the same as the subadvisory fee rates under the Former Subadvisory Agreement. The subadvisory fees continue to be paid by the Advisor and not by the Fund.
Please note that JHVIT is not required to obtain shareholder approval with respect to this New Subadvisory Agreement. We Are Not Asking You for a Proxy and You are Requested Not to Send Us a Proxy, with respect to this New Subadvisory Agreement.
The enclosed Information Statement provides information about the New Subadvisory Agreement and Allspring Investments.
If you have any questions regarding the Information Statement, please call the appropriate toll-free number below:
| — For John Hancock USA variable annuity contracts: | (800) 344-1029 |
| — For John Hancock USA variable life contracts: | (800) 827-4546 |
| — For John Hancock NY variable annuity contracts: | (800) 551-2078 |
| — For John Hancock NY variable life contracts: | (888) 267-7784 |
| Sincerely, |
| |
| /s/ Harsha Pulluru |
| Harsha Pulluru |
| Assistant Secretary |
| John Hancock Variable Insurance Trust |
JOHN HANCOCK VARIABLE INSURANCE TRUST
200 Berkeley Street
Boston, Massachusetts 02116
INFORMATION STATEMENT
NEW SUBADVISORY AGREEMENT
FOR JOHN HANCOCK CORE BOND TRUST
INTRODUCTION
This Information Statement provides information about a change in control of the subadvisor to the Core Bond Trust (the “Fund”), a series of John Hancock Variable Insurance Trust (“JHVIT” or the “Trust”). At its meeting held on June 21-24, 2021 the Board of Trustees of the Trust (the “Board” or “Trustees”), including all 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 Fund’s investment advisor or subadvisor (the “Independent Trustees”), unanimously approved a new subadvisory agreement between John Hancock Variable Trust Advisers LLC and Allspring Global Investments, LLC (“Allspring Investments”) (formerly Wells Capital Management, Incorporated) (the “New Subadvisory Agreement”) dated November 1, 2021 (the “Effective Date”). The New Subadvisory Agreement with Allspring Investments was required because Wells Fargo & Co., the ultimate parent company of Allspring Investments, the subadvisor to the Fund, sold a majority stake of its asset management business, including Allspring Investments, to GTCR LLC and Reverence Capital Partners, L.P. on the Effective Date. As a result of the transaction, the former subadvisory agreement between the Advisor and Allspring Investments with respect to the Fund, dated as of April 29, 2005 (the “Former Subadvisory Agreement”), automatically terminated on the Effective Date. The portfolio management team at Allspring Investments that managed the Fund’s portfolio pursuant to the Former Subadvisory Agreement has continued to do so after the Effective Date. This Information Statement is being delivered to shareholders on or about January 27, 2022. A discussion of the Board’s determination to appoint Allspring Investments as the Fund’s subadvisor is provided in the “Board Consideration of the New Subadvisory Agreement” section below.
The Trust. The Trust is a Massachusetts business trust that is an open-end investment company, commonly known as a mutual fund, registered under the Investment Company Act of 1940, as amended (the “1940 Act”). As of December 31, 2021, the Trust offered 50 separate series. The Trust does not sell its shares directly to the public but generally only to affiliated insurance companies and their separate accounts as the underlying investment media for variable annuity and variable life insurance contracts (“variable contracts”), certain entities affiliated with the insurance companies, as permitted by applicable law, and other series of the Trust that operate as funds of funds. Shares of the Trust also may be sold to unaffiliated insurance companies and their separate accounts and certain qualified pension and retirement plans.
Investment Management. John Hancock Variable Trust Advisers LLC (the “Advisor”) serves as investment advisor to the Trust and each series of the Trust pursuant to an Amended and Restated Advisory Agreement with the Trust (the “Advisory Agreement”), dated September 26, 2008. Under the Advisory Agreement, the Advisor is responsible for, among other things, administering the business and affairs of each JHVIT series and selecting, contracting with, compensating and monitoring the performance of the investment subadvisor that manages the investment of the assets of the Fund or provides other subadvisory services pursuant to a subadvisory agreement with the Advisor. The Advisor is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). In addition, the Advisor serves as the Fund’s administrator pursuant to a separate service agreement.
The Distributor. John Hancock Distributors, LLC (the “Distributor”) serves as the distributor to the Trust.
The offices of the Advisor and the Distributor are located at 200 Berkeley Street, Boston, Massachusetts 02116. Their ultimate parent entity is Manulife Financial Corporation (“MFC”), a publicly traded company based in Toronto, Canada. MFC and its subsidiaries operate as “Manulife” in Canada and Asia and primarily as “John Hancock” in the United States.
Pursuant to an exemptive order (the “Order”) received from the Securities and Exchange Commission (the “SEC”), the Advisor is permitted to appoint a new subadvisor for a fund or change the terms of an existing subadvisory agreement (including subadvisory fees) solely with Board approval, subject to certain conditions, and without obtaining shareholder approval, provided that the subadvisor is not an affiliate of the Advisor. Because the New Subadvisory Agreement described in this Information Statement does not involve a subadvisor that is affiliated with the Advisor, pursuant to the Order, JHVIT is not required to obtain shareholder approval in connection with this New Subadvisory Agreement. We are not asking you for a proxy and you are requested not to send us a proxy with respect to this New Subadvisory Agreement.
Annual and Semiannual Reports. JHVIT will furnish, without charge, a copy of its most recent annual and semiannual reports to any shareholder or variable contract owner upon request. A report may be obtained by contacting the appropriate toll-free number below:
| — For John Hancock USA variable annuity contracts: | (800) 344-1029 |
| — For John Hancock USA variable life contracts: | (800) 827-4546 |
| — For John Hancock NY variable annuity contracts: | (800) 551-2078 |
| — For John Hancock NY variable life contracts: | (888) 267-7784 |
NEW SUBADVISORY AGREEMENT FOR
CORE BOND TRUST
Background
As described in more detail in the Introduction, at its meeting held on June 21-24, 2021, the Board approved the New Subadvisory Agreement appointing Allspring Investments as subadvisor to the Fund.
As with the Former Subadvisory Agreement pursuant to the New Subadvisory Agreement, and as more fully described below, Allspring Investments manages the Fund’s investments and determines the composition of the assets of the Fund subject to the supervision of the Board and the Advisor. The New Subadvisory Agreement is not expected to result in any reduction in the nature, extent or quality of subadvisory services provided to the Fund. The advisory fee rates payable by the Fund to the Advisor remain the same, and the subadvisory fee rates payable to Allspring Investments have not changed in connection with the New Subadvisory Agreement. The subadvisory fee rates are paid by the Advisor and not by the Fund. There have been no changes to the Fund’s investment strategies resulting from the appointment of Allspring Investments as subadvisor to the Fund. The New Subadvisory Agreement is dated as of November 1, 2021 and was approved by the Board (including a majority of the Independent Trustees) at its Board meeting held on June 21-24, 2021. The portfolio management team at Allspring Investments that managed the Fund’s portfolio prior to the Effective Date has continued to do so after the Effective Date. The Former Subadvisory Agreement was most recently approved by the Board (including a majority of Independent Trustees) at its Board meeting held on June 21-24, 2021 in connection with its annual review and continuance of such agreements.
The expenses of the preparation and mailing of this Information Statement are being paid by the Fund.
Allspring Investments
Allspring Investments is a wholly-owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P. and is registered as an investment advisor under the Advisers Act. The principal business address of Allspring Investments is 545 Market Street, 12th Floor, San Francisco, CA, 94105.
For more information about the executive officers of Allspring Investments, see “Additional Information about Allspring Investments” below.
New Subadvisory Agreement
The principal responsibilities of Allspring Investments under the New Subadvisory Agreement are the same as those under the Former Subadvisory Agreement. The subadvisor manages the day-to-day investment and reinvestment of the assets of the Fund, subject to the supervision of the Board and the Advisor, and formulates and implements a continuous investment program for the Fund consistent with the Fund’s investment objective and policies. The portfolio management team at Allspring Investments that managed the Fund’s portfolio prior to the Effective Date has continued to do so after the Effective Date. The subadvisor implements such program by purchases and sales of securities and regularly reports thereon to the Board and the Advisor. Certain terms of the agreements, including certain differences between the agreements, are described below. The terms of the agreements are substantially the same as noted below under “Comparison of the Former Subadvisory Agreement and the New Subadvisory Agreement.”
Subadvisor Compensation. As compensation for its services under the Former Subadvisory Agreement, Allspring Investments was paid a subadvisory fee. Under the New Subadvisory Agreement, Allspring Investments is paid the same subadvisory fee as it received under the Former Subadvisory Agreement. Subadvisory fees are calculated and accrued daily based upon the Fund’s net assets, and the sum of the daily fee accruals is paid monthly in arrears. Pursuant to both the New Subadvisory Agreement and the Former Subadvisory Agreement, the subadvisory fee accrued each calendar day is calculated by multiplying the fraction of one over 365 (366 in a leap year) by the annual percentage rates (including breakpoints) to the net assets of the Fund. Subadvisory fees are paid by the Advisor, not by the Fund.
Board Consideration of the New Subadvisory Agreement
At its telephonic1 meeting held on June 21-24, 2021, the Board, including the Independent Trustees, approved the New Subadvisory Agreement between the Advisor and Allspring Investments with respect to the Fund.
Prior to the June 22-24, 2021 telephonic meeting at which the New Subadvisory and Former Subadvisory Agreements were approved, the Board received a variety of materials relating to the Fund and other information provided by the Advisor and Allspring Investments regarding the nature, extent and quality of services to be provided by Allspring Investments under the Former Subadvisory Agreement. The Board also considered comparative performance and expense information provided to the Board. The Board also took into account discussions with management and information provided to the Board with respect to the services to be provided by Allspring Investments to the Fund. The Board relied on the information provided prior to and at the June 22-24, 2021 meeting in making its determination to also approve the New Subadvisory Agreement. The information received and considered by the Board was both written and oral.
1 On June 19, 2020, as a result of health and safety measures put in place to combat the global COVID-19 pandemic, the Securities and Exchange Commission issued an exemptive order (the “Order”) pursuant to Sections 6(c) and 38(a) of the Investment Company Act of 1940, as amended (the “1940 Act”), that temporarily exempts registered investment management companies from the in-person voting requirements under the 1940 Act, subject to certain requirements, including that votes taken pursuant to the Order are ratified at the next in-person meeting. The Board determined that reliance on the Order was necessary or appropriate due to the circumstances related to current or potential effects of COVID-19 and therefore, the Board’s June meeting was held telephonically in reliance on the Order. This exemptive order supersedes, in part, a similar, earlier exemptive order issued by the SEC.
In addition, the Board considered the fact that the portfolio management team at Allspring Investments was expected to continue to manage the Fund’s assets after the Effective Date. The Board also noted that the Former Subadvisory Agreement would automatically terminate on the Effective Date as a result of the change in control and ownership of Allspring Investments.
Throughout the process, the Board asked questions of and requested additional information from management. The Board was assisted by counsel for the Trust and the Independent Trustees were also separately assisted by independent legal counsel throughout the process. The Independent Trustees also received a memorandum from their independent legal counsel discussing the legal standards for their consideration of the proposed New Subadvisory Agreement and discussed the approval of the proposed New Subadvisory Agreement in a private session with their independent legal counsel at which no representatives of management were present.
In approving the New Subadvisory Agreement, the Board, including a majority of the Independent Trustees, considered a variety of factors, including those discussed below. The Board also considered other factors (including conditions and trends prevailing generally in the economy, the securities markets and the industry) and did not treat any single factor as determinative, and each Trustee may have attributed different weights to different factors.
Approval of the New Subadvisory Agreement
In making its determination with respect to approval of the New Subadvisory Agreement, the Board reviewed (i) information relating to Allspring Investments’ business; (ii) the historical performance of the Fund under the management of Allspring Investments, which included comparative performance information of the Fund and the Fund’s benchmark index and the performance of comparable accounts managed by Allspring Investments; (iii) the subadvisory fee for the Fund; and (iv) information relating to the nature and scope of any material relationships and their significance to the Fund’s Advisor and Allspring Investments. The Board also considered that the subadvisory fee rates for the Fund under the New Subadvisory Agreement: (i) are the same as under the Former Subadvisory Agreement at all asset levels; (ii) are paid by the Advisor and not the Fund; (iii) are the product of an arms-length negotiation between the Advisor and Allspring Investments; and (iv) are reasonable.
Nature, extent, and quality of services. With respect to the services to be provided to the Fund by Allspring Investments, the Board considered Allspring Investments’ current level of staffing and its overall resources. The Board reviewed Allspring Investments’ history and investment experience, as well as information regarding the qualifications, background, and responsibilities of Allspring Investments’ investment and compliance personnel who will provide services to the Fund. The Board also considered, among other things, Allspring Investments’ compliance program and any disciplinary history. The Board also considered Allspring Investments’ risk assessment and monitoring processes. The Board reviewed Allspring Investments’ regulatory history, including whether it was currently involved in any regulatory actions or investigations as well as material litigation, and any settlements and mitigating actions undertaken, as appropriate. The Board noted that the Advisor would continue to conduct regular periodic reviews of Allspring Investments and its operations in regard to the Fund, including regarding investment processes and organizational and staffing matters. The Board also noted that the Trust’s Chief Compliance Officer and his staff would continue to conduct regular, periodic compliance reviews with Allspring Investments and present reports to the Independent Trustees regarding the same, which includes evaluating the regulatory compliance systems of Allspring Investments and procedures reasonably designed to assure compliance with the federal securities laws. The Board also took into account the financial condition of Allspring Investments.
The Board considered Allspring Investments’ investment process and philosophy. The Board took into account that Allspring Investments’ responsibilities will include the development and maintenance of an investment program for the Fund that is consistent with the Fund’s investment objective, the selection of investment securities and the placement of orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. The Board also received information with respect to Allspring Investments’ brokerage policies and practices, including with respect to best execution and soft dollars.
Subadvisor compensation. In considering the cost of services to be provided by Allspring Investments and the profitability to Allspring Investments of its relationship with the Fund, the Board noted that the fees under the New Subadvisory Agreement are paid by the Advisor and not the Fund. The Board also noted that there would be no increase in the advisory fees paid by the Fund as a consequence of the execution of the New Subadvisory Agreement. The Board also noted that the expenses for the Fund were expected to remain the same under the New Subadvisory Agreement.
The Board also relied on the ability of the Advisor to negotiate the New Subadvisory Agreement with Allspring Investments, which is not affiliated with the Advisor, and the fees thereunder at arm’s length. As a result, the costs of the services to be provided and the profits to be realized by Allspring Investments from its relationship with the Trust were not a material factor in the Board’s consideration of the New Subadvisory Agreement.
The Board also received information and took into account any other potential conflicts of interest the Advisor might have in connection with the New Subadvisory Agreement.
In addition, the Board considered other potential indirect benefits that Allspring Investments and its affiliates may receive from Allspring Investments’ relationship with the Fund, such as the opportunity to provide advisory services to additional funds in the John Hancock fund complex and reputational benefits.
Subadvisory fees. The Board considered that the Fund pays an advisory fee to the Advisor and that, in turn, the Advisor pays subadvisory fees to Allspring Investments. The Board also considered that the subadvisory fee rates under the New Subadvisory Agreement were the same as the subadvisory fee rates payable under the Former Subadvisory Agreement at all asset levels. The Board also considered, as available, the Fund’s subadvisory fees as compared to comparable investment companies.
Subadvisor performance. As noted above, the Board considered the Fund’s performance as compared to the Fund’s benchmark index under the management of Allspring Investments and noted that the Board reviews information about the Fund’s performance results at its regularly scheduled meetings. As previously noted, the portfolio management team at Allspring Investments that managed the Fund’s portfolio has continued to do so after the Effective Date. The Board noted the Advisor’s expertise and resources in monitoring the performance, investment style, and risk-adjusted performance of Allspring Investments. The Board also noted Allspring Investments’ long-term performance for other accounts managed in the same manner.
Board determinations. The Board’s decision to approve the New Subadvisory Agreement was based on a number of determinations, such as information relating to Allspring Investments’ business, including the historical performance of the Fund under the management of Allspring Investments. The Board also considered that the subadvisory fee rates for the Fund under the New Subadvisory Agreement: (i) are the same as under the Former Subadvisory Agreement at all asset levels; (ii) are reasonable in relation to the level and quality of services to be provided under the New Subadvisory Agreement; (iii) are paid by the Advisor and not the Fund; (iv) have breakpoints that are reflected as breakpoints in the advisory fees for the Fund in order to permit shareholders to benefit from economies of scale if the Fund grows; and (v) are a product of arms-length negotiation between the Advisor and Allspring Investments.
Additional Information about Allspring Investments
Allspring Investments is a wholly-owned subsidiary of Allspring Global Investments Holdings, LLC, a holding company indirectly owned by certain private funds of GTCR LLC and Reverence Capital Partners, L.P. and is registered as an investment adviser under the Advisers Act. The principal business address of Allspring Investments is 545 Market Street, 12th Floor, San Francisco, CA, 94105.
During the last fiscal year, the Fund did not pay commissions to any affiliated broker of the Fund.
Management of Allspring Investments. The names and principal occupations of the principal executive officers of Allspring Investments are listed below. The business address of each such person is 545 Market Street, 12th Floor, San Francisco, CA, 94105.
Name | Principal Occupation |
Sallie Clements Squire | Chief Operating Officer |
Francis Jon Baranko | President, Chief Investment Officer |
Karin Lynn Brotman | Chief Compliance Officer |
Molly Festa McMillin | Chief Financial Officer |
Similar Investment Companies Managed by Allspring Investments. Allspring Investments acts as subadvisor to Core Bond Fund, a series of John Hancock Funds II, which has the same portfolio management team and investment strategy as the Fund. As of September 30, 2021, Allspring Investments acts as advisor or subadvisor to the following other registered investment companies or series thereof having investment objectives and strategies substantially the same as those of the Fund.
Name of Similar Funds | Assets Under Management as of September 30, 2021 (in millions) |
Allspring Core Bond Portfolio | $5,522.5 |
Sub-Advisory Client 1 (A) | $2,480.3 |
Sub-Advisory Client 1 (B) | $1,043.5 |
Sub-Advisory Client 2 | $3,037.6 |
Sub-Advisory Client 3 | $3,430.5 |
Comparison of the Former Subadvisory Agreement and the New Subadvisory Agreement
The terms of the Former and New Subadvisory Agreements are substantially similar, with the exception of the effective dates, the name of the Subadvisor, the addition of a provision expressly allowing for execution via electronic signature, the incorporation of certain amendments, and certain other changes to the sections on brokerage allocation, proxy voting and compliance requirements to ensure consistency and are described generally below. For convenience, and except when noting differences between the agreements, the agreements are collectively referred to as the “subadvisory agreement”.
Duties of the Subadvisor. Subject to the supervision of the Board and the Advisor, the Subadvisor manages the investments and determines the composition of the assets of the Fund in accordance with the Fund’s registration statement. In fulfilling its obligations to manage the investments and reinvestments of the assets of the Fund, the Subadvisor (i) obtains and evaluates 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) formulates and implements 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; (iii) takes 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 reports to the Trustees with respect to the implementation of these investment programs; and (v) provides assistance to the Trust’s Custodian regarding the fair value of securities held by the Fund for which market quotations are not readily available.
Term. The New Subadvisory Agreement was approved by the Trustees, including each of the Independent Trustees, at a Board meeting held on June 21-24, 2021 for an initial two-year term. The Former Subadvisory Agreement was initially approved by the Trustees and the Independent Trustees at an in-person Board meeting held
on December 13, 2004 for an initial two-year term, and its continuance was most recently approved by the Trustees and the Independent Trustees at a meeting held on June 21-24, 2021. The New Subadvisory Agreement continues in effect after its initial term only 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” (as defined in the 1940 Act) of the Fund. In either case, such continuance must also be approved by the vote of a majority of the Independent Trustees cast at a meeting called for the purpose of voting on such approval.
Termination. The subadvisory agreement may be terminated at any time, without the payment of any penalty, by the Trustees, or, with respect to the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Advisor and Subadvisor, or by the Advisor or Subadvisor on sixty days’ written notice to the Trust and the other party. The subadvisory 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 Advisor and the Trust terminates for any reason.
Amendments. The subadvisory 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 the subadvisory agreement cast at a meeting called for the purpose of voting on such approval. Any required shareholder approval of any amendment will be effective with respect to the Fund if a majority of the outstanding voting securities of the Fund votes to approve the amendment. As described above, pursuant to the Order and with respect to subadvisors that are not affiliates of JHVIT or the Advisor, the Advisor is permitted to appoint a new unaffiliated subadvisor for the Fund or change the terms of a subadvisory agreement (including subadvisory fees) without obtaining shareholder approval. JHVIT, therefore, is able to engage non-affiliated subadvisors from time to time without the expense and delays associated with holding a meeting of shareholders.
Liability of Subadvisor. The subadvisory agreement provides that neither the Subadvisor nor any of its directors, officers, or employees shall be liable to the Advisor or the Trust for any error of judgment or mistake of law or any loss suffered by the Advisor or the Fund resulting from its acts or omissions as Subadvisor to the Fund, 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 Subadvisor, or its directors, officers, or employees.
Consultation with Subadvisors to the Fund and other JHVIT Portfolios. Consistent with Rule 17a-10 under the 1940 Act, the subadvisory agreement prohibits the Subadvisor from consulting with the following entities concerning transactions for a fund in securities or other assets: (a) other subadvisors to the Fund; (b) other subadvisors to another fund in the Trust; and (c) other subadvisors to funds under common control with the Fund.
Confidentiality of JHVIT Portfolio Holdings. The subadvisory agreement provides that the Subadvisor is required to treat the Fund’s 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.
Compliance Policies. Pursuant to the subadvisory agreement, the Subadvisor agrees to provide the Advisor with its written policies and procedures (“Compliance Policies”) as required by Rule 206(4)-7 under the Advisers Act. Throughout the term of the subadvisory agreement, the Subadvisor will provide the Advisor with information relating to various compliance matters including material changes to the Compliance Policies, notification of the commencement of a regulatory examination of the Subadvisor and documentation describing the results of any such examination, material violations of the Compliance Policies or of the Subadvisor’s code of ethics and/or related code, and information and access to personnel and resources that the Advisor may reasonably request to enable JHVIT to comply with Rule 38a-1 under the 1940 Act.
IMPORTANT NOTICE OF INTERNET AVAILABILITY OF INFORMATION STATEMENT
January 27, 2022
Relating to
CORE BOND TRUST
a series of John Hancock Variable Insurance Trust
200 Berkeley Street
Boston, Massachusetts 02116
Telephone: 800-344-1029
This communication (the “Notice”) presents only an overview of a more complete Information Statement that is available to you on the Internet relating to Core Bond Trust (the “Fund”), a series of John Hancock Variable Insurance Trust (the “Trust” or “JHVIT”). Although you are not a shareholder of JHVIT, your purchase payments and the earnings on such payments under your variable annuity or variable life insurance contracts issued by John Hancock Life Insurance Company (U.S.A.) (“John Hancock USA”) or John Hancock Life Insurance Company of New York (“John Hancock NY”) are invested in subaccounts of separate accounts established by these insurance companies. Each subaccount invests in shares of a JHVIT fund, including the Fund. We encourage you to access and review all of the important information contained in the Information Statement.
The Information Statement details a new subadvisory agreement relating to the Fund that took effect as of November 1, 2021. At a meeting held on June 21-24, 2021, pursuant to the recommendation of John Hancock Variable Trust Advisers LLC (the “Advisor”), the Board of Trustees of the Trust (the “Board”) approved a new subadvisory agreement between the Advisor and Allspring Global Investments, LLC (“Allspring Investments”) (formerly Wells Capital Management, Incorporated) with respect to the Fund (the “New Subadvisory Agreement”) dated November 1, 2021 (the “Effective Date”). The New Subadvisory Agreement with Allspring Investments was required because Wells Fargo & Co., the ultimate parent company of Allspring Investments, the subadvisor to the Fund, sold a majority stake of its asset management business, including Allspring Investments, to GTCR LLC and Reverence Capital Partners, L.P. on the Effective Date. As a result of the transaction, the former subadvisory agreement between the Advisor and Allspring Investments with respect to the Fund, dated as of April 29, 2005 (the “Former Subadvisory Agreement”), automatically terminated on the Effective Date. As with the Former Subadvisory Agreement, pursuant to the New Subadvisory Agreement, Allspring Investments manages the Fund’s investments and determines the composition of the assets of the Fund subject to the supervision of the Board and the Advisor. The portfolio management team at Allspring Investments that managed the Fund’s portfolio pursuant to the Former Subadvisory Agreement has continued to do so after the Effective Date.
The appointment of Allspring Investments as subadvisor to the Fund was effected in accordance with an exemptive order (the “Order”) that the U.S. Securities and Exchange Commission granted to the Trust permitting the Advisor to enter into and materially amend subadvisory agreements with unaffiliated subadvisors solely with Board approval, subject to certain conditions, and without obtaining shareholder approval. Consequently, the Trust is not soliciting proxies to approve this change. The Order does, however, require that an information statement be provided to you containing much of the same information that would have been included in a proxy statement soliciting approval of the New Subadvisory Agreement with Allspring Investments.
In lieu of physical delivery of the Information Statement (other than on request as described below), JHVIT has made the Information Statement available to you online at https://www.johnhancock.com/content/dam/
onejohnhancock/pdfs/xbrl/Notice_Re_CB.pdf until 90 days from the date the Notice was first distributed. A paper or email copy of the Information Statement may be obtained, without charge, by contacting the appropriate toll-free number below no later than 90 days from the date the Notice is first distributed.
— For John Hancock USA variable annuity contracts: | (800) 344-1029 |
— For John Hancock USA variable life contracts: | (800) 827-4546 |
— For John Hancock NY variable annuity contracts: | (800) 551-2078 |
— For John Hancock NY variable life contracts: | (888) 267-7784 |
If you want to receive a paper or email copy of the Information Statement free of charge, you must request one no later than 90 days from the date the Notice is first distributed.