Common use of Conversion to Limited Liability Company Clause in Contracts

Conversion to Limited Liability Company. In the event that, prior to the filing of the Registration Statement with the Commission, the effective date thereof or the Effective Time of the Reorganization, JHT converts from a Massachusetts business trust to a Delaware limited liability company, to be known as Xxxx Xxxxxxx Variable Insurance Portfolios, LLC (“JHVIP”), pursuant to a Plan of Conversion approved by shareholders of JHT and in accordance with the provisions of Section 18-214 of the Delaware Limited Liability Company Act, then this Plan shall be deemed to be the Plan of JHVIP and to be amended as necessary or appropriate for such purpose, including as follows: (a) References to, representations by and covenants of JHT (including representations by JHT that it is a Massachusetts business trust that is duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts) shall be deemed to be, respectively, references to, representations by and covenants of JHVIP (including representations by JHVIP that it is a Delaware limited liability company that is duly organized, validly existing and in good standing under the laws of the State of Delaware); (b) The Acquired Funds and their corresponding Acquiring Funds shall be deemed to be the following: Core Equity Fund Fundamental Value Fund U.S. Large Cap Fund American Growth-Income Fund Income & Value Fund American Asset Allocation Fund Mid Cap Value Fund Mid Value Fund Small Company Fund Small Company Value Fund Classic Value Fund Equity Income Fund (c) References to the “shares” or “shares of beneficial interest, par value $.01 per share,” of JHT or the Acquired or Acquiring Funds shall be deemed to be references to “shares” or “shares of limited liability company interest, without par value,” of JHVIP or the Acquired or Acquiring Funds; (d) References to the Board of Trustees and officers of JHT shall be deemed to be references to, respectively, the Board of Directors and officers of JHVIP; (e) References to the Declaration of Trust and By laws of JHT and to the “laws of Massachusetts” (or the “laws of the Commonwealth of Massachusetts”) or “Massachusetts law” shall be deemed to be, respectively, references to the Limited Liability Company Operating Agreement of JHVIP and to the “laws of Delaware” (or the “laws of the State of Delaware”) or “Delaware law,” including for purposes of Section 11(c) of the Plan; (f) Section 11(e) of the Plan shall be deemed to be deleted; and (g) the individuals executing this Plan in their capacities as authorized officers of JHT shall be deemed to have executed this Plan in their capacities as authorized officers of JHVIP.

Conversion to Limited Liability Company. In the event that, prior to the filing of the Registration Statement with the Commission, the effective date thereof or the Effective Time of the Reorganization, JHT converts from a Massachusetts business trust to a Delaware limited liability company, to be known as Xxxx Xxxxxxx Variable Insurance Portfolios, LLC (“JHVIP”), pursuant to a Plan of Conversion approved by shareholders of JHT and in accordance with the provisions of Section 18-214 of the Delaware Limited Liability Company Act, then this Plan shall be deemed to be the Plan of JHVIP and to be amended as necessary or appropriate for such purpose, including as follows: (a) References to, representations by and covenants of JHT (including representations by JHT that it is a Massachusetts business trust that is duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts) shall be deemed to be, respectively, references to, representations by and covenants of JHVIP (including representations by JHVIP that it is a Delaware limited liability company that is duly organized, validly existing and in good standing under the laws of the State of Delaware); (b) The Acquired Funds and their corresponding Acquiring Funds shall be deemed to be the following: Core Equity Dynamic Growth Fund Fundamental Value -- Mid Cap Stock Fund Growth & Income Fund -- Quantitative All Cap Fund Quantitative Mid Cap Fund -- Mid Cap Index Fund U.S. Large Cap Global Leaders Growth Fund American Growth-Income Fund Income & Value Fund American Asset Allocation Fund Mid Cap Value Fund Mid Value Fund Small Company Fund Small Company Value Fund Classic Value Fund Equity Income -- Blue Chip Growth Fund; (c) References to the “shares” or “shares of beneficial interest, par value $.01 per share,” of JHT or the Acquired or Acquiring Funds shall be deemed to be references to “shares” or “shares of limited liability company interest, without par value,” of JHVIP or the Acquired or Acquiring Funds; (d) References to the Board of Trustees and officers of JHT shall be deemed to be references to, respectively, the Board of Directors and officers of JHVIP; (e) References to the Declaration of Trust and By laws of JHT and to the “laws of Massachusetts” (or the “laws of the Commonwealth of Massachusetts”) or “Massachusetts law” shall be deemed to be, respectively, references to the Limited Liability Company Operating Agreement of JHVIP and to the “laws of Delaware” (or the “laws of the State of Delaware”) or “Delaware law,” including for purposes of Section 11(c) of the Plan; (f) Section 11(e) of the Plan shall be deemed to be deleted; and (g) the individuals executing this Plan in their capacities as authorized officers of JHT shall be deemed to have executed this Plan in their capacities as authorized officers of JHVIP.

Conversion to Limited Liability Company. In the event that, prior to the filing of the Registration Statement with the Commission, the effective date thereof or the Effective Time of the Reorganization, JHT JHVIT converts from a Massachusetts business trust to a Delaware limited liability company, to be known as Xxxx Xxxxxxx Variable Insurance Portfolios, LLC (“JHVIP”), pursuant to a Plan of Conversion approved by shareholders of JHT JHVIT and in accordance with the provisions of Section 18-214 of the Delaware Limited Liability Company Act, then this Plan shall be deemed to be the Plan of JHVIP and to be amended as necessary or appropriate for such purpose, including as follows: (a) References to, representations by and covenants of JHT JHVIT (including representations by JHT JHVIT that it is a Massachusetts business trust that is duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts) shall be deemed to be, respectively, references to, representations by and covenants of JHVIP (including representations by JHVIP that it is a Delaware limited liability company that is duly organized, validly existing and in good standing under the laws of the State of Delaware); (b) The Acquired Funds and their corresponding Acquiring Funds shall be deemed to be the following: Core Equity Fund Fundamental Value Fund U.S. Large Cap Fund American GrowthGlobal Small Capitalization Trust American Global Growth Trust American High-Income Fund Income & Value Fund American Asset Allocation Fund Mid Cap Value Fund Mid Value Fund Small Company Fund Small Company Value Fund Classic Value Fund Equity Income FundBond Trust High Yield Trust (c) References to the “shares” or “shares of beneficial interest, par value $.01 per share,” of JHT JHVIT or the Acquired or Acquiring Funds shall be deemed to be references to “shares” or “shares of limited liability company interest, without par value,” of JHVIP or the Acquired or Acquiring Funds; (d) References to the Board of Trustees and officers of JHT JHVIT shall be deemed to be references to, respectively, the Board of Directors and officers of JHVIP; (e) References to the Declaration of Trust and By laws Bylaws of JHT JHVIT and to the “laws of Massachusetts” (or the “laws of the Commonwealth of Massachusetts”) or “Massachusetts law” shall be deemed to be, respectively, references to the Limited Liability Company Operating Agreement of JHVIP and to the “laws of Delaware” (or the “laws of the State of Delaware”) or “Delaware law,” including for purposes of Section 11(c) of the Plan; (f) Section 11(e) of the Plan shall be deemed to be deleted; and (g) the individuals executing this Plan in their capacities as authorized officers of JHT JHVIT shall be deemed to have executed this Plan in their capacities as authorized officers of JHVIP.

Conversion to Limited Liability Company. In the event that, prior to the filing of the Registration Statement with the Commission, the effective date thereof or the Effective Time of the Reorganization, JHT JHVIT converts from a Massachusetts business trust to a Delaware limited liability company, to be known as Xxxx Xxxxxxx Jxxx Hxxxxxx Variable Insurance Portfolios, LLC (“JHVIP”), pursuant to a Plan of Conversion approved by shareholders of JHT JHVIT and in accordance with the provisions of Section 18-214 of the Delaware Limited Liability Company Act, then this Plan shall be deemed to be the Plan of JHVIP and to be amended as necessary or appropriate for such purpose, including as follows: (a) References to, representations by and covenants of JHT JHVIT (including representations by JHT JHVIT that it is a Massachusetts business trust that is duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts) shall be deemed to be, respectively, references to, representations by and covenants of JHVIP (including representations by JHVIP that it is a Delaware limited liability company that is duly organized, validly existing and in good standing under the laws of the State of Delaware); (b) The Acquired Funds and their corresponding Acquiring Funds Fund shall be deemed to be the following: Core Equity Fund Fundamental Value Fund U.S. Large Cap Fund American Growth-Income Fund Income & Value Fund American Asset Allocation Fund Mid All Cap Value Fund Mid Fundamental Large Cap Value Fund Small Core Allocation Plus Fund Core Strategy Fund Core Fundamental Holdings Fund Core Strategy Fund Core Global Diversification Fund Core Strategy Fund Disciplined Diversification Fund Core Strategy Fund Fundamental Holdings Fund Core Strategy Fund Global Diversification Fund Core Strategy Fund Smaller Company Growth Fund Small Company Value Fund Classic Value Fund Equity Income Cap Opportunities Fund (c) References to the “shares” or “shares of beneficial interest, par value $.01 per share,” of JHT JHVIT or the Acquired or Acquiring Funds shall be deemed to be references to “shares” or “shares of limited liability company interest, without par value,” of JHVIP or the Acquired or Acquiring Funds; (d) References to the Board of Trustees and officers of JHT JHVIT shall be deemed to be references to, respectively, the Board of Directors and officers of JHVIP; (e) References to the Declaration of Trust and By laws Bylaws of JHT JHVIT and to the “laws of Massachusetts” (or the “laws of the Commonwealth of Massachusetts”) or “Massachusetts law” shall be deemed to be, respectively, references to the Limited Liability Company Operating Agreement of JHVIP and to the “laws of Delaware” (or the “laws of the State of Delaware”) or “Delaware law,” including for purposes of Section 11(c) of the Plan; (f) Section 11(e) of the Plan shall be deemed to be deleted; and (g) the individuals executing this Plan in their capacities as authorized officers of JHT JHVIT shall be deemed to have executed this Plan in their capacities as authorized officers of JHVIP.

Conversion to Limited Liability Company. In the event that, prior to the filing of the Registration Statement with the Commission, the effective date thereof or the Effective Time of the Reorganization, JHT converts from a Massachusetts business trust to a Delaware limited liability company, to be known as Xxxx Xxxxxxx Jxxx Hxxxxxx Variable Insurance Portfolios, LLC (“JHVIP”), pursuant to a Plan of Conversion approved by shareholders of JHT and in accordance with the provisions of Section 18-214 of the Delaware Limited Liability Company Act, then this Plan shall be deemed to be the Plan of JHVIP and to be amended as necessary or appropriate for such purpose, including as follows: (a) References to, representations by and covenants of JHT (including representations by JHT that it is a Massachusetts business trust that is duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts) shall be deemed to be, respectively, references to, representations by and covenants of JHVIP (including representations by JHVIP that it is a Delaware limited liability company that is duly organized, validly existing and in good standing under the laws of the State of Delaware); (b) The Acquired Funds Fund and their corresponding the Acquiring Funds Fund shall be deemed to be be, respectively, the following: Core Equity Fund Fundamental Value Fund U.S. Large Cap Fund American Growth-Income Fund Income & Value Fund American Asset Allocation Fund Mid Cap Value Fund Mid Value Fund Small Company Fund Small Company Value Fund Classic Value Fund Equity and the Equity-Income Fund. (c) References to the “shares” or “shares of beneficial interest, par value $.01 per share,” of JHT or the Acquired or Acquiring Funds shall be deemed to be references to “shares” or “shares of limited liability company interest, without par value,” of JHVIP or the Acquired or Acquiring FundsFund; (d) References to the Board of Trustees and officers of JHT shall be deemed to be references to, respectively, the Board of Directors and officers of JHVIP; (e) References to the Declaration of Trust and By laws of JHT and to the “laws of Massachusetts” (or the “laws of the Commonwealth of Massachusetts”) or “Massachusetts law” shall be deemed to be, respectively, references to the Limited Liability Company Operating Agreement of JHVIP and to the “laws of Delaware” (or the “laws of the State of Delaware”) or “Delaware law,” including for purposes of Section 11(c) of the Plan; (f) Section 11(e) of the Plan shall be deemed to be deleted; and (g) the individuals executing this Plan in their capacities as authorized officers of JHT shall be deemed to have executed this Plan in their capacities as authorized officers of JHVIP.

Conversion to Limited Liability Company. In the event that, prior to the filing of the Registration Statement with the Commission, the effective date thereof or the Effective Time of the Reorganization, JHT converts from a Massachusetts business trust to a Delaware limited liability company, to be known as Xxxx Xxxxxxx Jxxx Hxxxxxx Variable Insurance Portfolios, LLC (“JHVIP”), pursuant to a Plan of Conversion approved by shareholders of JHT and in accordance with the provisions of Section 18-214 of the Delaware Limited Liability Company Act, then this Plan shall be deemed to be the Plan of JHVIP and to be amended as necessary or appropriate for such purpose, including as follows: (a) References to, representations by and covenants of JHT (including representations by JHT that it is a Massachusetts business trust that is duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts) shall be deemed to be, respectively, references to, representations by and covenants of JHVIP (including representations by JHVIP that it is a Delaware limited liability company that is duly organized, validly existing and in good standing under the laws of the State of Delaware); (b) The Acquired Funds and their corresponding Acquiring Funds shall be deemed to be the following: Core All Cap Growth Fund -- Capital Appreciation Fund Overseas Equity Fund Fundamental -- International Value Fund U.S. Large Cap Pacific Rim Trust -- International Equity Index Trust A Short Term Bond Fund American Growth--- Short Term Government Income Fund Income & Value U.S. Government Securities Fund American Asset Allocation Fund Mid Cap Value Fund Mid Value Fund Small Company Fund Small Company Value Fund Classic Value Fund Equity -- Short Term Government Income Fund (c) References to the “shares” or “shares of beneficial interest, par value $.01 per share,” of JHT or the Acquired or Acquiring Funds shall be deemed to be references to “shares” or “shares of limited liability company interest, without par value,” of JHVIP or the Acquired or Acquiring Funds; (d) References to the Board of Trustees and officers of JHT shall be deemed to be references to, respectively, the Board of Directors and officers of JHVIP; (e) References to the Declaration of Trust and By laws of JHT and to the “laws of Massachusetts” (or the “laws of the Commonwealth of Massachusetts”) or “Massachusetts law” shall be deemed to be, respectively, references to the Limited Liability Company Operating Agreement of JHVIP and to the “laws of Delaware” (or the “laws of the State of Delaware”) or “Delaware law,” including for purposes of Section 11(c) of the Plan; (f) Section 11(e) of the Plan shall be deemed to be deleted; and (g) the individuals executing this Plan in their capacities as authorized officers of JHT shall be deemed to have executed this Plan in their capacities as authorized officers of JHVIP.

Conversion to Limited Liability Company. In the event that, prior to the filing of the Registration Statement with the Commission, the effective date thereof or the Effective Time of the Reorganization, JHT JHVIT converts from a Massachusetts business trust to a Delaware limited liability company, to be known as Xxxx Xxxxxxx Variable Insurance Portfolios, LLC (“'"JHVIP”"), pursuant to a Plan of Conversion approved by shareholders of JHT JHVIT and in accordance with the provisions of Section 18-214 of the Delaware Limited Liability Company Act, then this Plan shall be deemed to be the Plan of JHVIP and to be amended as necessary or appropriate for such purpose, including as follows: (a) References to, representations by and covenants of JHT JHVIT (including representations by JHT JHVIT that it is a Massachusetts business trust that is duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts) shall be deemed to be, respectively, references to, representations by and covenants of JHVIP (including representations by JHVIP that it is a Delaware limited liability company that is duly organized, validly existing and in good standing under the laws of the State of Delaware); (b) The Acquired Funds and their corresponding Acquiring Funds shall be deemed to be the following: Core Equity Diversified Growth & Income Fund Fundamental Value Fund U.S. Large Cap Lifestyle Growth Fund American Growth-Income Bond Fund Income & Value Fund American Asset Allocation Fund Mid Cap Value Fund Mid Value Fund Small Company Fund Small Company Value Fund Classic Value Fund Equity Income Bond Fund (c) References to the “"shares” " or “"shares of beneficial interest, par value $.01 per share,” " of JHT JHVIT or the Acquired or Acquiring Funds shall be deemed to be references to “"shares” " or “"shares of limited liability company interest, without par value,” " of JHVIP or the Acquired or Acquiring Funds; (d) References to the Board of Trustees and officers of JHT JHVIT shall be deemed to be references to, respectively, the Board of Directors and officers of JHVIP; (e) References to the Declaration of Trust and By laws Bylaws of JHT JHVIT and to the “"laws of Massachusetts” " (or the “"laws of the Commonwealth of Massachusetts”") or “"Massachusetts law” " shall be deemed to be, respectively, references to the Limited Liability Company Operating Agreement of JHVIP and to the “"laws of Delaware” " (or the “"laws of the State of Delaware”") or “"Delaware law,” " including for purposes of Section 11(c) of the Plan; (f) Section 11(e11 (e) of the Plan shall be deemed to be deleted; and (g) the individuals executing this Plan in their capacities as authorized officers of JHT JHVIT shall be deemed to have executed this Plan in their capacities as authorized officers of JHVIP.

Conversion to Limited Liability Company. In the event that, prior to the filing of the Registration Statement with the Commission, the effective date thereof or the Effective Time of the Reorganization, JHT JHVIT converts from a Massachusetts business trust to a Delaware limited liability company, to be known as Xxxx Xxxxxxx Variable Insurance Portfolios, LLC (“"JHVIP”"), pursuant to a Plan of Conversion approved by shareholders of JHT JHVIT and in accordance with the provisions of Section 18-214 of the Delaware Limited Liability Company Act, then this Plan shall be deemed to be the Plan of JHVIP and to be amended as necessary or appropriate for such purpose, including as follows: (a) References to, representations by and covenants of JHT JHVIT (including representations by JHT JHVIT that it is a Massachusetts business trust that is duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts) shall be deemed to be, respectively, references to, representations by and covenants of JHVIP (including representations by JHVIP that it is a Delaware limited liability company that is duly organized, validly existing and in good standing under the laws of the State of Delaware); (b) The Acquired Funds and their corresponding Acquiring Funds shall be deemed to be the following: Core Equity Balanced Strategy Fund Fundamental Value Core Strategy Fund U.S. Core Allocation Fund Lifestyle Growth Fund Core Disciplined Diversification Fund Lifestyle Growth Fund Core Balanced Fund Lifestyle Growth Fund Balanced Fund Lifestyle Growth Fund Large Cap Fund American Growth-Income Fund Income & Value Fund American Asset Allocation Fund Mid Cap Value Fund Mid Value Fund Small Company Fund Small Company Value Fund Classic Value Fund U.S. Equity Income Fund (c) References to the “"shares” " or “"shares of beneficial interest, par value $.01 per share,” " of JHT JHVIT or the Acquired or Acquiring Funds shall be deemed to be references to “"shares” " or “"shares of limited liability company interest, without par value,” " of JHVIP or the Acquired or Acquiring Funds; (d) References to the Board of Trustees and officers of JHT JHVIT shall be deemed to be references to, respectively, the Board of Directors and officers of JHVIP; (e) References to the Declaration of Trust and By laws Bylaws of JHT JHVIT and to the “"laws of Massachusetts” " (or the “"laws of the Commonwealth of Massachusetts”") or “"Massachusetts law” " shall be deemed to be, respectively, references to the Limited Liability Company Operating Agreement of JHVIP and to the “"laws of Delaware” " (or the “"laws of the State of Delaware”") or “"Delaware law,” " including for purposes of Section 11(c) of the Plan; (f) Section 11(e) of the Plan shall be deemed to be deleted; and (g) the individuals executing this Plan in their capacities as authorized officers of JHT JHVIT shall be deemed to have executed this Plan in their capacities as authorized officers of JHVIP.

Conversion to Limited Liability Company. In the event that, prior to the filing of the Registration Statement with the Commission, the effective date thereof or the Effective Time of the Reorganization, JHT converts from a Massachusetts business trust to a Delaware limited liability company, to be known as Xxxx Xxxxxxx Variable Joxx Xaxxxxx Xariable Insurance Portfolios, LLC (“"JHVIP”"), pursuant to a Plan of Conversion approved by shareholders of JHT and in accordance with the provisions of Section 18-214 of the Delaware Limited Liability Company Act, then this Plan shall be deemed to be the Plan of JHVIP and to be amended as necessary or appropriate for such purpose, including as follows: (a) References to, representations by and covenants of JHT (including representations by JHT that it is a Massachusetts business trust that is duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts) shall be deemed to be, respectively, references to, representations by and covenants of JHVIP (including representations by JHVIP that it is a Delaware limited liability company that is duly organized, validly existing and in good standing under the laws of the State of Delaware); (b) The Acquired Funds and their corresponding Acquiring Funds shall be deemed to be the following: Core Equity Acquired Fund Fundamental Value Corresponding Acquiring Fund U.S. Large Emerging Small Company Fund — Smaller Company Growth Fund Global Allocation Fund — Lifestyle Balanced Fund Global Real Estate Fund ~ Real Estate Securities Fund International Small Cap Fund American Growth-Income Fund Income & Value Fund American Asset Allocation — International Small Company Fund Mid Cap Value Intersection Fund - Mid Value Fund Small Company Fund Small Company Value Fund Classic Value Fund Equity Income Cap Index Fund (c) References to the “"shares” " or “"shares of beneficial interest, par value $.01 per share,” " of JHT or the Acquired or Acquiring Funds shall be deemed to be references to “"shares” " or “"shares of limited liability company interest, without par value,” " of JHVIP or the Acquired or Acquiring Funds; (d) References to the Board of Trustees and officers of JHT shall be deemed to be references to, respectively, the Board of Directors and officers of JHVIP; (e) References to the Declaration of Trust and By laws of JHT and to the “"laws of Massachusetts” " (or the “"laws of the Commonwealth of Massachusetts”") or “"Massachusetts law” " shall be deemed to be, respectively, references to the Limited Liability Company Operating Agreement of JHVIP and to the “"laws of Delaware” " (or the “"laws of the State of Delaware”") or “"Delaware law,” " including for purposes of Section 11(c) of the Plan; (f) Section 11(e) of the Plan shall be deemed to be deleted; and (g) the individuals executing this Plan in their capacities as authorized officers of JHT shall be deemed to have executed this Plan in their capacities as authorized officers of JHVIP.

Conversion to Limited Liability Company. In the event that, prior to the filing of the Registration Statement with the Commission, the effective date thereof or the Effective Time of the Reorganization, JHT JHVIT converts from a Massachusetts business trust to a Delaware limited liability company, to be known as Xxxx Xxxxxxx Variable Insurance Portfolios, LLC (“JHVIP”), pursuant to a Plan of Conversion approved by shareholders of JHT JHVIT and in accordance with the provisions of Section 18-214 of the Delaware Limited Liability Company Act, then this Plan shall be deemed to be the Plan of JHVIP and to be amended as necessary or appropriate for such purpose, including as follows: (a) References to, representations by and covenants of JHT JHVIT (including representations by JHT JHVIT that it is a Massachusetts business trust that is duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts) shall be deemed to be, respectively, references to, representations by and covenants of JHVIP (including representations by JHVIP that it is a Delaware limited liability company that is duly organized, validly existing and in good standing under the laws of the State of Delaware); (b) The Acquired Funds and their corresponding Acquiring Funds shall be deemed to be the following: Core Equity 500 Index Fund Fundamental Value 500 Index Fund U.S. Large Cap B American Blue Chip Income and Growth Fund American Growth-Income Fund Income & Value International Equity Index Fund American Asset Allocation A International Equity Index Fund Mid Cap Value B International Opportunities Fund Mid Value International Growth Stock Fund Small Company Total Bond Market Fund Small Company Value A Total Bond Market Fund Classic Value Fund Equity Income FundB (c) References to the “shares” or “shares of beneficial interest, par value $.01 per share,” of JHT JHVIT or the Acquired or Acquiring Funds shall be deemed to be references to “shares” or “shares of limited liability company interest, without par value,” of JHVIP or the Acquired or Acquiring Funds; (d) References to the Board of Trustees and officers of JHT JHVIT shall be deemed to be references to, respectively, the Board of Directors and officers of JHVIP; (e) References to the Declaration of Trust and By laws Bylaws of JHT JHVIT and to the “laws of Massachusetts” (or the “laws of the Commonwealth of Massachusetts”) or “Massachusetts law” shall be deemed to be, respectively, references to the Limited Liability Company Operating Agreement of JHVIP and to the “laws of Delaware” (or the “laws of the State of Delaware”) or “Delaware law,” including for purposes of Section 11(c) of the Plan; (f) Section 11(e) of the Plan shall be deemed to be deleted; and (g) the individuals executing this Plan in their capacities as authorized officers of JHT JHVIT shall be deemed to have executed this Plan in their capacities as authorized officers of JHVIP.

Conversion to Limited Liability Company. In the event that, prior to the filing of the Registration Statement with the Commission, the effective date thereof or the Effective Time of the Reorganization, JHT converts from a Massachusetts business trust to a Delaware limited liability company, to be known as Xxxx Xxxxxxx Variable Insurance Portfolios, LLC (“JHVIP”), pursuant to a Plan of Conversion approved by shareholders of JHT and in accordance with the provisions of Section 18-214 of the Delaware Limited Liability Company Act, then this Plan shall be deemed to be the Plan of JHVIP and to be amended as necessary or appropriate for such purpose, including as follows: (a) References to, representations by and covenants of JHT (including representations by JHT that it is a Massachusetts business trust that is duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts) shall be deemed to be, respectively, references to, representations by and covenants of JHVIP (including representations by JHVIP that it is a Delaware limited liability company that is duly organized, validly existing and in good standing under the laws of the State of Delaware); (b) The Acquired Funds Fund and their corresponding the Acquiring Funds Fund shall be deemed to be be, respectively, the following: Core Equity Strategic Bond Fund Fundamental Value Fund U.S. Large Cap Fund American Growth-and the Strategic Income Fund Income & Value Fund American Asset Allocation Fund Mid Cap Value Fund Mid Value Fund Small Company Fund Small Company Value Fund Classic Value Fund Equity Income Opportunities Fund. (c) References to the “shares” or “shares of beneficial interest, par value $.01 per share,” of JHT or the Acquired or Acquiring Funds shall be deemed to be references to “shares” or “shares of limited liability company interest, without par value,” of JHVIP or the Acquired or Acquiring Funds; (d) References to the Board of Trustees and officers of JHT shall be deemed to be references to, respectively, the Board of Directors and officers of JHVIP; (e) References to the Declaration of Trust and By laws of JHT and to the “laws of Massachusetts” (or the “laws of the Commonwealth of Massachusetts”) or “Massachusetts law” shall be deemed to be, respectively, references to the Limited Liability Company Operating Agreement of JHVIP and to the “laws of Delaware” (or the “laws of the State of Delaware”) or “Delaware law,” including for purposes of Section 11(c) of the Plan; (f) Section 11(e) of the Plan shall be deemed to be deleted; and (g) the individuals executing this Plan in their capacities as authorized officers of JHT shall be deemed to have executed this Plan in their capacities as authorized officers of JHVIP.

Conversion to Limited Liability Company. In the event that, prior to the filing of the Registration Statement with the Commission, the effective date thereof or the Effective Time of the Reorganization, JHT converts from a Massachusetts business trust to a Delaware limited liability company, to be known as Xxxx Xxxxxxx Jxxx Hxxxxxx Variable Insurance Portfolios, LLC (“JHVIP”), pursuant to a Plan of Conversion approved by shareholders of JHT and in accordance with the provisions of Section 18-214 of the Delaware Limited Liability Company Act, then this Plan shall be deemed to be the Plan of JHVIP and to be amended as necessary or appropriate for such purpose, including as follows: (a) References to, representations by and covenants of JHT (including representations by JHT that it is a Massachusetts business trust that is duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts) shall be deemed to be, respectively, references to, representations by and covenants of JHVIP (including representations by JHVIP that it is a Delaware limited liability company that is duly organized, validly existing and in good standing under the laws of the State of Delaware); (b) The Acquired Funds and their corresponding Acquiring Funds shall be deemed to be the following: Core Equity High Income Fund Fundamental Value -- High Yield Fund U.S. Large Cap High Yield Bond Fund American Growth-Income Fund Income & Value Fund American Asset Allocation Fund Mid Cap Value Fund Mid Value Fund Small Company Fund Small Company Value Fund Classic Value Fund Equity Income -- High Yield Fund (c) References to the “shares” or “shares of beneficial interest, par value $.01 per share,” of JHT or the Acquired or Acquiring Funds shall be deemed to be references to “shares” or “shares of limited liability company interest, without par value,” of JHVIP or the Acquired or Acquiring Funds; (d) References to the Board of Trustees and officers of JHT shall be deemed to be references to, respectively, the Board of Directors and officers of JHVIP; (e) References to the Declaration of Trust and By laws of JHT and to the “laws of Massachusetts” (or the “laws of the Commonwealth of Massachusetts”) or “Massachusetts law” shall be deemed to be, respectively, references to the Limited Liability Company Operating Agreement of JHVIP and to the “laws of Delaware” (or the “laws of the State of Delaware”) or “Delaware law,” including for purposes of Section 11(c) of the Plan; (f) Section 11(e) of the Plan shall be deemed to be deleted; and (g) the individuals executing this Plan in their capacities as authorized officers of JHT shall be deemed to have executed this Plan in their capacities as authorized officers of JHVIP.

Conversion to Limited Liability Company. In the event that, prior to the filing of the Registration Statement with the Commission, the effective date thereof or the Effective Time of the Reorganization, JHT converts from a Massachusetts business trust to a Delaware limited liability company, to be known as Xxxx Xxxxxxx Variable Insurance Portfolios, LLC (“JHVIP”), pursuant to a Plan of Conversion approved by shareholders of JHT and in accordance with the provisions of Section 18-214 of the Delaware Limited Liability Company Act, then this Plan shall be deemed to be the Plan of JHVIP and to be amended as necessary or appropriate for such purpose, including as follows: (a) References to, representations by and covenants of JHT (including representations by JHT that it is a Massachusetts business trust that is duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts) shall be deemed to be, respectively, references to, representations by and covenants of JHVIP (including representations by JHVIP that it is a Delaware limited liability company that is duly organized, validly existing and in good standing under the laws of the State of Delaware); (b) The Acquired Funds and their corresponding Acquiring Funds shall be deemed to be the following: Managed Fund – Lifestyle Balanced Fund Emerging Growth Fund – Small Cap Growth Fund Small Cap Fund – Small Cap Growth Fund U.S. Core Equity Fund – Fundamental Value Fund U.S. Large Cap Fund American Growth-Income Fund Income & Value Fund American Asset Allocation Fund Mid Cap Value Fund Mid Value Fund Small Company Fund Small Company Value Fund Classic Value Fund Equity Income Fund (c) References to the “shares” or “shares of beneficial interest, par value $.01 per share,” of JHT or the Acquired or Acquiring Funds shall be deemed to be references to “shares” or “shares of limited liability company interest, without par value,” of JHVIP or the Acquired or Acquiring Funds; (d) References to the Board of Trustees and officers of JHT shall be deemed to be references to, respectively, the Board of Directors and officers of JHVIP; (e) References to the Declaration of Trust and By laws of JHT and to the “laws of Massachusetts” (or the “laws of the Commonwealth of Massachusetts”) or “Massachusetts law” shall be deemed to be, respectively, references to the Limited Liability Company Operating Agreement of JHVIP and to the “laws of Delaware” (or the “laws of the State of Delaware”) or “Delaware law,” including for purposes of Section 11(c) of the Plan; (f) Section 11(e) of the Plan shall be deemed to be deleted; and (g) the individuals executing this Plan in their capacities as authorized officers of JHT shall be deemed to have executed this Plan in their capacities as authorized officers of JHVIP.