Common use of Representations and Warranties of the Acquired Fund Clause in Contracts

Representations and Warranties of the Acquired Fund. The JHIT Trust, on behalf of the Acquired Fund, represents and warrants to, and agrees with, the Acquiring Fund that: (a) The Acquired Fund is a series of shares of the JHIT Trust, a Massachusetts business trust duly organized and validly existing under, and in good standing in conformity with, the laws of the Commonwealth of Massachusetts, and has the power to own all of its assets and to carry out its obligations under this Agreement. The JHIT Trust is qualified as a foreign association in every jurisdiction where required, except to the extent that failure to so qualify would not have a material adverse effect on the JHIT Trust. Each of the JHIT Trust and the Acquired Fund has all necessary federal, state and local authorizations to carry on its business as it is now being conducted and to carry out this Agreement. (b) The JHIT Trust is duly registered under the 1940 Act, as an open-end management investment company and such registration has not been revoked or rescinded and is in full force and effect, and the Acquired Fund is a separate diversified series thereof duly designated in accordance with the applicable provisions of the JHIT Trust’s Amended and Restated Declaration of Trust dated March 8, 2005, as may be amended (the “JHIT Trust Declaration”), and the 1940 Act. (c) The Acquired Fund has elected to be, and has met the requirements of subchapter M of Code for treatment as a RIC within the meaning of Section 851 of the Code at all times since its inception, and will continue to meet such requirements at all times through the Closing Date with respect to its taxable year ending on the Closing Date. The Acquired Fund has not at any time since its inception been liable for, and is not now liable for, and will not be liable for on the Closing Date, any material income or excise tax pursuant to Sections 852 or 4982 of the Code. (d) The JHIT Trust, on behalf of the Acquired Fund, has full power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action of the board of trustees of the JHIT Trust (the “JHIT Trust Board of Trustees”), and this Agreement constitutes a valid and binding contract enforceable in accordance with its terms subject to approval by the Acquired Fund’s shareholders and subject to the effects of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto. (e) The Acquiring Fund has been furnished with the annual report of the Acquired Fund for the fiscal year ended October 31, 2006, and the audited financial statements appearing therein, having been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, which fairly presents the financial condition and result of operations of the Acquired Fund as of the date indicated, in conformity with accounting principles generally accepted in the United States applied on a consistent basis. (f) The Acquired Fund has no known liabilities of a material nature, contingent or otherwise, other than those that will be shown as belonging to it on its statement of assets and liabilities as of October 31, 2006, and those incurred in the ordinary course of business as an investment company since such date. As of the Valuation Time, the Acquired Fund will advise the Acquiring Fund in writing of all known liabilities, contingent or otherwise, whether or not incurred in the ordinary course of business, existing or accrued as of such time. (g) Except as has been disclosed in writing to the Acquiring Fund, there are no material legal, administrative or other proceedings pending or, to the knowledge of the JHIT Trust or the Acquired Fund, threatened against the JHIT Trust or the Acquired Fund which assert liability on the part of the JHIT Trust or the Acquired Fund or which materially affect the financial condition of the JHIT Trust or the Acquired Fund or the JHIT Trust’s or the Acquired Funds’ ability to consummate the Reorganization. Neither JHIT Trust nor the Acquired Fund is charged with nor, to the best of their knowledge, threatened with any violation or investigation of any possible violation of any provisions of any federal, state or local law or regulation or administrative ruling relating to any aspect of their business. (h) There are no material contracts outstanding to which the Acquired Fund is a party that have not been disclosed in the N-14 Registration Statement or that will not otherwise be disclosed to the Acquiring Fund prior to the Valuation Time. (i) Neither the JHIT Trust nor the Acquired Fund is obligated under any provision of the JHIT Trust Declaration or the JHIT Trust’s Amended and Restated By-laws dated March 8, 2005, as may be amended (the “JHIT Trust By-laws”), and neither is a party to any contract or other commitment or obligation, nor is subject to any order or decree, which would be violated by its execution of or performance under this Agreement, except insofar as the Acquired Fund and the Acquiring Fund may mutually agree that the Acquired Fund may take such necessary action to amend such contract or other commitment or obligation to cure any potential violation as a condition precedent to the Reorganization. (j) The Acquired Fund has filed, or intends to file, or has obtained extensions to file, all federal, state and local tax returns which are required to be filed by it, and has paid or has obtained extensions to pay, all federal, state and local taxes shown on said returns to be due and owing and all assessments received by it, up to and including the taxable year in which the Closing Date occurs. All tax liabilities of the Acquired Fund have been adequately provided for on its books, and no tax deficiency or liability of the Acquired Fund has been asserted and no question with respect thereto has been raised by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid, up to and including the taxable year in which the Closing Date occurs. (k) As used in this Agreement, the term “Acquired Fund Investments” shall mean (i) the investments of the Acquired Fund shown on its schedule of investments as of the Valuation Time furnished to the Acquiring Fund; and (ii) all other assets owned by the Acquired Fund or liabilities incurred as of the Valuation Time. At the Valuation Time and the Closing Date, the Acquired Fund will have full right, power and authority to sell, assign, transfer and deliver the Acquired Fund Investments. At the Closing Date, subject only to the obligation to deliver the Acquired Fund Investments as contemplated by this Agreement, the Acquired Fund will have good and marketable title to all of the Acquired Fund Investments, and the Acquiring Fund will acquire all of the Acquired Fund Investments free and clear of any encumbrances, liens or security interests and without any restrictions upon the transfer thereof (except those imposed by the federal or state securities laws and those imperfections of title or encumbrances as do not materially detract from the value or use of the Acquired Fund Investments or materially affect title thereto).

Representations and Warranties of the Acquired Fund. The JHIT Trust, on behalf of the Acquired Fund, represents and warrants to, and agrees with, the Acquiring Fund that: (a) The Acquired Fund is a series of shares of the JHIT Trust, a Massachusetts business trust duly organized and validly existing under, and in good standing in conformity with, the laws of the Commonwealth of Massachusetts, and has the power to own all of its assets and to carry out its obligations under this Agreement. The JHIT Trust is qualified as a foreign association in every jurisdiction where required, except to the extent that failure to so qualify would not have a material adverse effect on the JHIT Trust. Each of the JHIT Trust and the Acquired Fund has all necessary federal, state state, and local authorizations to carry on its business as it is now being conducted and to carry out this Agreement. (b) The JHIT Trust is duly registered under the 1940 Act, Act as an open-end management investment company and such registration has not been revoked or rescinded and is in full force and effect, and the Acquired Fund is a separate diversified series thereof duly designated in accordance with the applicable provisions of the JHIT Trust’s Amended and Restated Declaration of Trust dated March 8, 2005, as may be amended (the “JHIT Trust Declaration”), and the 1940 Act. (c) The Acquired Fund has elected to be, and has met the requirements of subchapter M of the Code for treatment as as, a RIC within the meaning of Section Sections 851 and 852 of the Code at all times since its inception, and will continue to meet such requirements at all times through the Closing Date with respect to its taxable year ending on the Closing Date. The Acquired Fund has not at any time since its inception been liable for, and is not now liable for, and will not be liable for on the Closing Date, any material income or excise tax pursuant to Sections 852 or 4982 of the Code. (d) The JHIT Trust, on behalf of the Acquired Fund, has full power and authority to enter into and perform its obligations under this Agreement. The execution, delivery delivery, and performance of this Agreement has been duly authorized by all necessary action of the board of trustees of the JHIT Trust (the “JHIT Trust Board of Trustees”)Board, and this Agreement constitutes a valid and binding contract enforceable in accordance with its terms subject to approval by the Acquired Fund’s shareholders and subject to the effects of bankruptcy, insolvency, moratorium, fraudulent conveyance conveyance, and similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto. (e) The Acquiring Fund has been furnished with the annual report of the Acquired Fund for the fiscal year ended October August 31, 20062016, and the audited financial statements appearing therein, having been audited by PricewaterhouseCoopers LLPPwC, independent registered public accounting firm, which fairly presents the financial condition and result of operations of the Acquired Fund as of the date indicatedAugust 31, 2016, in conformity with accounting principles generally accepted in the United States applied on a consistent basis. (f) The Acquired Fund has no known liabilities of a material nature, contingent or otherwise, other than those that will be shown as belonging to it on its statement of assets and liabilities as of October August 31, 20062016, and those incurred in the ordinary course of business as an investment company since such date. As of the Valuation Time, the Acquired Fund will advise the Acquiring Fund in writing of all known liabilities, contingent or otherwise, whether or not incurred in the ordinary course of business, existing or accrued as of such time. (g) Except as has been disclosed in writing to the Acquiring Fund, there are no material legal, administrative administrative, or other proceedings pending or, to the knowledge of the JHIT Trust or the Acquired Fund, threatened against the JHIT Trust or the Acquired Fund which assert liability on the part of the JHIT Trust or the Acquired Fund or which materially affect the financial condition of the JHIT Trust or the Acquired Fund or the JHIT Trust’s or the Acquired Funds’ Fund’s ability to consummate the Reorganization. Neither JHIT Trust nor the Acquired Fund is charged with noror, to the best of their its knowledge, threatened with any violation or investigation of any possible violation of any provisions of any federal, state state, or local law or regulation or administrative ruling relating to any aspect of their its business. (h) There are no material contracts outstanding to which the Acquired Fund is a party that have not been disclosed in the N-14 Registration Statement or that will not otherwise be disclosed to the Acquiring Fund prior to the Valuation Time. (i) Neither the JHIT Trust nor the Acquired Fund is obligated under any provision of the JHIT Trust Declaration or the JHIT Trust’s Amended and Restated By-laws dated March 8, 2005, as may be amended (the “JHIT Trust By-laws”), and neither is a party to any contract or other commitment or obligation, nor is subject to any order or decree, which would be violated by its execution of or performance under this Agreement, except insofar as the Acquired Fund and the Acquiring Fund may mutually agree that the Acquired Fund may take such necessary action to amend such contract or other commitment or obligation to cure any potential violation as a condition precedent to the Reorganization. (j) The Acquired Fund has timely filed, or intends to file, or has obtained extensions to file, all federal, state state, and local tax returns which are required to be filed by it, and has paid or has obtained extensions to pay, pay all federal, state state, and local taxes shown on said returns to be due and owing and all assessments received by it, up to and including the taxable year in which the Closing Date occurs. All such tax returns are true, correct and complete in all material respects. All tax liabilities of the Acquired Fund have been adequately provided for on its books, and no tax deficiency or liability of the Acquired Fund has been asserted and no question with respect thereto has been raised by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid, up to and including the taxable year in which the Closing Date occurs. (k) As used in this Agreement, the term “Acquired Fund Investments” shall mean (i) the investments of the Acquired Fund shown on its schedule of investments as of the Valuation Time furnished to the Acquiring Fund; and (ii) all other assets owned by the Acquired Fund or liabilities incurred as of the Valuation Time. At the Valuation Time and the Closing Date, the Acquired Fund will have full right, power and authority to sell, assign, transfer and deliver the Acquired Fund Investments. At the Closing Date, subject only to the obligation to deliver the Acquired Fund Investments as contemplated by this Agreement, the Acquired Fund will have good and marketable title to all of the Acquired Fund Investments, and the Acquiring Fund will acquire all of the Acquired Fund Investments free and clear of any encumbrances, liens or security interests and without any restrictions upon the transfer thereof (except those imposed by the federal or state securities laws and those imperfections of title or encumbrances as do not materially detract from the value or use of the Acquired Fund Investments or materially affect title thereto).mean:

Representations and Warranties of the Acquired Fund. The JHIT TrustJHF III, on behalf of the Acquired Fund, represents and warrants to, and agrees with, the Acquiring Fund that: (a) The Acquired Fund is a series of shares of the JHIT TrustJHF III, a Massachusetts business trust duly organized and validly existing under, and in good standing in conformity with, the laws of the Commonwealth of Massachusetts, and has the power to own all of its assets and to carry out its obligations under this Agreement. The JHIT Trust JHF III is qualified as a foreign association in every jurisdiction where required, except to the extent that failure to so qualify would not have a material adverse effect on the JHIT TrustJHF III. Each of the JHIT Trust JHF III and the Acquired Fund has all necessary federal, state and local authorizations to carry on its business as it is now being conducted and to carry out this Agreement. (b) The JHIT Trust JHF III is a duly registered under the 1940 Act, Act as an open-end management investment company and such registration has not been revoked or rescinded and is in full force and effect, and the Acquired Fund is a separate diversified series thereof duly designated in accordance with the applicable provisions of the JHIT Trust’s Second Amended and Restated Agreement and Declaration of Trust of JHF III dated March 8August 12, 2005, as may be amended (the “JHIT Trust JHF III Declaration”), and the 1940 Act. (c) The Acquired Fund has elected to be, and has met the requirements of subchapter M of the Code for treatment as a RIC within the meaning of Section 851 of the Code at all times since its inception, and will continue to meet such requirements at all times through the Closing Date with respect to its taxable year ending on the Closing Date. The Acquired Fund has not at any time since its inception been liable for, and is not now liable for, and will not be liable for on the Closing Date, any material income or excise tax pursuant to Sections 852 or 4982 of the Code. (d) The JHIT TrustJHF III, on behalf of the Acquired Fund, has full power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action of the board Board of trustees Trustees of the JHIT Trust JHF III (the “JHIT Trust Board of TrusteesJHF III Board”), and this Agreement constitutes a valid and binding contract enforceable in accordance with its terms subject to approval by the Acquired Fund’s shareholders and subject to the effects of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto. (e) The Acquiring Fund has been furnished with the annual report of the Acquired Fund for the fiscal year ended October 31February 28, 20062011, and the audited financial statements appearing therein, having been audited by PricewaterhouseCoopers LLP, independent registered public accounting firmPwC, which fairly presents the financial condition and result of operations of the Acquired Fund as of the date indicatedFebruary 28, 2011, in conformity with accounting principles generally accepted in the United States applied on a consistent basis. (f) The Acquired Fund has no known liabilities of a material nature, contingent or otherwise, other than those that will be shown as belonging to it on its statement of assets and liabilities as of October 31February 28, 20062011, and those incurred in the ordinary course of business as an investment company since such date. As of the Valuation Time, the Acquired Fund will advise the Acquiring Fund in writing of all known liabilities, contingent or otherwise, whether or not incurred in the ordinary course of business, existing or accrued as of such time. (g) Except as has been disclosed in writing to the Acquiring Fund, there are no material legal, administrative or other proceedings pending or, to the knowledge of the JHIT Trust JHF III or the Acquired Fund, threatened against the JHIT Trust JHF III or the Acquired Fund which assert liability on the part of the JHIT Trust JHF III or the Acquired Fund or which materially affect the financial condition of the JHIT Trust JHF III or the Acquired Fund or the JHIT TrustJHF III’s or the Acquired Funds’ Fund’s ability to consummate the Reorganization. Neither JHIT Trust JHF III nor the Acquired Fund is charged with noror, to the best of their its knowledge, threatened with any violation or investigation of any possible violation of any provisions of any federal, state or local law or regulation or administrative ruling relating to any aspect of their its business. (h) There are no material contracts outstanding to which the Acquired Fund is a party that have not been disclosed in the N-14 Registration Statement or that will not otherwise be disclosed to the Acquiring Fund prior to the Valuation Time. (i) Neither the JHIT Trust JHF III nor the Acquired Fund is obligated under any provision of the JHIT Trust JHF III Declaration or the JHIT TrustJHF III’s Amended and Restated By-laws dated March 8June 9, 2005, as may be amended (the “JHIT Trust JHF III By-laws”), and neither is a party to any contract or other commitment or obligation, nor is subject to any order or decree, which would be violated by its execution of or performance under this Agreement, except insofar as the Acquired Fund and the Acquiring Fund may mutually agree that the Acquired Fund may take such necessary action to amend such contract or other commitment or obligation to cure any potential violation as a condition precedent to the Reorganization. (j) The Acquired Fund has filed, or intends to file, or has obtained extensions to file, all federal, state and local tax returns which are required to be filed by it, and has paid or has obtained extensions to pay, all federal, state and local taxes shown on said returns to be due and owing and all assessments received by it, up to and including the taxable year in which the Closing Date occurs. All tax liabilities of the Acquired Fund have been adequately provided for on its books, and no tax deficiency or liability of the Acquired Fund has been asserted and no question with respect thereto has been raised by the Internal Revenue Service IRS or by any state or local tax authority for taxes in excess of those already paid, up to and including the taxable year in which the Closing Date occurs. (k) As used in this Agreement, the term “Acquired Fund Investments” shall mean mean: (i) the investments of the Acquired Fund shown on its schedule of investments as of the Valuation Time furnished to the Acquiring Fund; and (ii) all other assets owned by the Acquired Fund or liabilities incurred as of the Valuation Time. At the Valuation Time and the Closing Date, the Acquired Fund will have full right, power and authority to sell, assign, transfer and deliver the Acquired Fund Investments. At the Closing Date, subject only to the obligation to deliver the Acquired Fund Investments as contemplated by this Agreement, the Acquired Fund will have good and marketable title to all of the Acquired Fund Investments, and the Acquiring Fund will acquire all of the Acquired Fund Investments free and clear of any encumbrances, liens or security interests and without any restrictions upon the transfer thereof (except those imposed by the federal or state securities laws and those imperfections of title or encumbrances as do not materially detract from the value or use of the Acquired Fund Investments or materially affect title thereto).

Representations and Warranties of the Acquired Fund. The JHIT Trust, on behalf of the Acquired Fund, represents and warrants to, and agrees with, the Acquiring Fund that: (a) The Acquired Fund is a series of shares of the JHIT Trust, a Massachusetts business trust duly organized and validly existing under, and in good standing in conformity with, the laws of the The Commonwealth of Massachusetts, and has the power to own all of its assets and to carry out its obligations under this Agreement. The JHIT Trust is qualified as a foreign association in every jurisdiction where required, except to the extent that failure to so qualify would not have a material adverse effect on the JHIT Trust. Each of the JHIT Trust and the Acquired Fund has all necessary federal, state and local authorizations to carry on its business as it is now being conducted and to carry out this Agreement. (b) The JHIT Trust is duly registered under the 1940 Act, as an open-end management investment company and such registration has not been revoked or rescinded and is in full force and effect, and the Acquired Fund is a separate diversified series thereof duly designated in accordance with the applicable provisions of the JHIT Trust’s Amended and Restated Declaration of Trust dated March 8, 2005, as may be amended (the “JHIT Trust Declaration”), and the 1940 Act. (c) The Acquired Fund has elected to be, and has met the requirements of subchapter M of Code for treatment as a RIC within the meaning of Section 851 of the Code at all times since its inception, and will continue to meet such requirements at all times through the Closing Date with respect to its taxable year ending on the Closing Date. The Acquired Fund has not at any time since its inception been liable for, and is not now liable for, and will not be liable for on the Closing Date, any material income or excise tax pursuant to Sections 852 or 4982 of the Code. (d) The JHIT Trust, on behalf of the Acquired Fund, has full power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action of the board of trustees of the JHIT Trust (the “JHIT Trust Board of Trustees”), and this Agreement constitutes a valid and binding contract enforceable in accordance with its terms subject to approval by the Acquired Fund’s shareholders and subject to the effects of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto. (e) The Acquiring Fund has been furnished with the annual report of the Acquired Fund for the fiscal year ended October 31, 2006, and the audited financial statements appearing therein, having been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, which fairly presents the financial condition and result of operations of the Acquired Fund as of the date indicated, in conformity with accounting principles generally accepted in the United States applied on a consistent basis. (f) The Acquired Fund has no known liabilities of a material nature, contingent or otherwise, other than those that will be shown as belonging to it on its statement of assets and liabilities as of October 31, 2006, and those incurred in the ordinary course of business as an investment company since such date. As of the Valuation Time, the Acquired Fund will advise the Acquiring Fund in writing of all known liabilities, contingent or otherwise, whether or not incurred in the ordinary course of business, existing or accrued as of such time. (g) Except as has been disclosed in writing to the Acquiring Fund, there are no material legal, administrative or other proceedings pending or, to the knowledge of the JHIT Trust or the Acquired Fund, threatened against the JHIT Trust or the Acquired Fund which assert liability on the part of the JHIT Trust or the Acquired Fund or which materially affect the financial condition of the JHIT Trust or the Acquired Fund or the JHIT Trust’s or the Acquired Funds’ ability to consummate the Reorganization. Neither JHIT Trust nor the Acquired Fund is charged with nor, to the best of their knowledge, threatened with any violation or investigation of any possible violation of any provisions of any federal, state or local law or regulation or administrative ruling relating to any aspect of their business. (h) There are no material contracts outstanding to which the Acquired Fund is a party that have not been disclosed in the N-14 Registration Statement or that will not otherwise be disclosed to the Acquiring Fund prior to the Valuation Time. (i) Neither the JHIT Trust nor the Acquired Fund is obligated under any provision of the JHIT Trust Declaration or the JHIT Trust’s Amended and Restated By-laws dated March 8, 2005, as may be amended (the “JHIT Trust By-laws”), and neither is a party to any contract or other commitment or obligation, nor is subject to any order or decree, which would be violated by its execution of or performance under this Agreement, except insofar as the Acquired Fund and the Acquiring Fund may mutually agree that the Acquired Fund may take such necessary action to amend such contract or other commitment or obligation to cure any potential violation as a condition precedent to the Reorganization. (j) The Acquired Fund has filed, or intends to file, or has obtained extensions to file, all federal, state and local tax returns which are required to be filed by it, and has paid or has obtained extensions to pay, all federal, state and local taxes shown on said returns to be due and owing and all assessments received by it, up to and including the taxable year in which the Closing Date occurs. All tax liabilities of the Acquired Fund have been adequately provided for on its books, and no tax deficiency or liability of the Acquired Fund has been asserted and no question with respect thereto has been raised by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid, up to and including the taxable year in which the Closing Date occurs. (k) As used in this Agreement, the term “Acquired Fund Investments” shall mean (i) the investments of the Acquired Fund shown on its schedule of investments as of the Valuation Time furnished to the Acquiring Fund; and (ii) all other assets owned by the Acquired Fund or liabilities incurred as of the Valuation Time. At the Valuation Time and the Closing Date, the Acquired Fund will have full right, power and authority to sell, assign, transfer and deliver the Acquired Fund Investments. At the Closing Date, subject only to the obligation to deliver the Acquired Fund Investments as contemplated by this Agreement, the Acquired Fund will have good and marketable title to all of the Acquired Fund Investments, and the Acquiring Fund will acquire all of the Acquired Fund Investments free and clear of any encumbrances, liens or security interests and without any restrictions upon the transfer thereof (except those imposed by the federal or state securities laws and those imperfections of title or encumbrances as do not materially detract from the value or use of the Acquired Fund Investments or materially affect title thereto).

Representations and Warranties of the Acquired Fund. The JHIT Trust, on behalf of the Acquired Fund, represents and warrants to, and agrees with, the Acquiring Fund that: (a) The Acquired Fund is a series of shares of the JHIT Trust, a Massachusetts business trust duly organized and validly existing under, and in good standing in conformity with, the laws of the Commonwealth of Massachusetts, and has the power to own all of its assets and to carry out its obligations under this Agreement. The JHIT Trust is qualified as a foreign association in every jurisdiction where required, except to the extent that failure to so qualify would not have a material adverse effect on the JHIT Trust. Each of the JHIT Trust and the Acquired Fund has all necessary federal, state state, and local authorizations to carry on its business as it is now being conducted and to carry out this Agreement. (b) The JHIT Trust is duly registered under the 1940 Act, Act as an open-end management investment company and such registration has not been revoked or rescinded and is in full force and effect, and the Acquired Fund is a separate diversified series thereof duly designated in accordance with the applicable provisions of the JHIT Trust’s Amended and Restated Declaration of Trust dated March 8, 2005, as may be amended (the “JHIT Trust Declaration”), and the 1940 Act. (c) The Acquired Fund has elected to be, and has met the requirements of subchapter M of the Code for treatment as as, a RIC within the meaning of Section Sections 851 and 852 of the Code at all times since its inception, and will continue to meet such requirements at all times through the Closing Date with respect to its taxable year ending on the Closing Date. The Acquired Fund has not at any time since its inception been liable for, and is not now liable for, and will not be liable for on the Closing Date, any material income or excise tax pursuant to Sections 852 or 4982 of the Code. (d) The JHIT Trust, on behalf of the Acquired Fund, has full power and authority to enter into and perform its obligations under this Agreement. The execution, delivery delivery, and performance of this Agreement has been duly authorized by all necessary action of the board of trustees of the JHIT Trust (the “JHIT Trust Board of TrusteesBoard”), and this Agreement constitutes a valid and binding contract enforceable in accordance with its terms subject to approval by the Acquired Fund’s shareholders and subject to the effects of bankruptcy, insolvency, moratorium, fraudulent conveyance conveyance, and similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto. (e) The Acquiring Fund has been furnished with with: (i) the annual report of the Acquired Fund for the fiscal year ended October 31, 20062020, and the audited financial statements appearing therein, having been audited by PricewaterhouseCoopers LLPPwC, independent registered public accounting firm, which fairly presents the financial condition and result of operations of the Acquired Fund as of the date indicatedOctober 31, 2020, in conformity with accounting principles generally accepted in the United States applied on a consistent basis. (f) The Acquired Fund has no known liabilities of a material nature, contingent or otherwise, other than those that will be shown as belonging to it on its statement of assets and liabilities as of October 31, 20062020, and those incurred in the ordinary course of business as an investment company since such date. As of the Valuation Time, the Acquired Fund will advise the Acquiring Fund in writing of all known liabilities, contingent or otherwise, whether or not incurred in the ordinary course of business, existing or accrued as of such time. (g) Except as has been disclosed in writing to the Acquiring Fund, there are no material legal, administrative administrative, or other proceedings pending or, to the knowledge of the JHIT Trust or the Acquired Fund, threatened against the JHIT Trust or the Acquired Fund which assert liability on the part of the JHIT Trust or the Acquired Fund or which materially affect the financial condition of the JHIT Trust or the Acquired Fund or the JHIT Trust’s or the Acquired Funds’ Fund’s ability to consummate the Reorganization. Neither JHIT the Trust nor the Acquired Fund is charged with noror, to the best of their its knowledge, threatened with any violation or investigation of any possible violation of any provisions of any federal, state state, or local law or regulation or administrative ruling relating to any aspect of their its business. (h) There are no material contracts outstanding to which the Acquired Fund is a party that have not been disclosed in the N-14 Registration Statement or that will not otherwise be disclosed to the Acquiring Fund prior to the Valuation Time. (i) Neither the JHIT Trust nor the Acquired Fund is obligated under any provision of the JHIT Declaration of Trust Declaration or the JHIT Trust’s Amended and Restated By-laws dated March 8, 2005, as may be amended (the “JHIT Trust By-laws”), and neither is a party to any contract or other commitment or obligation, nor is subject to any order or decree, which would be violated by its execution of or performance under this Agreement, except insofar as the Acquired Fund and the Acquiring Fund may mutually agree that the Acquired Fund may take such necessary action to amend such contract or other commitment or obligation to cure any potential violation as a condition precedent to the Reorganization. (j) The Acquired Fund has timely filed, or intends to file, or has obtained extensions to file, all federal, state state, and local tax returns which are required to be filed by it, and has paid or has obtained extensions to pay, pay all federal, state state, and local taxes shown on said returns to be due and owing and all assessments received by it, up to and including the taxable year in which the Closing Date occurs. All such tax returns are true, correct and complete in all material respects. All tax liabilities of the Acquired Fund have been adequately provided for on its books, and no tax deficiency or liability of the Acquired Fund has been asserted and no question with respect thereto has been raised by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid, up to and including the taxable year in which the Closing Date occurs. (k) As used in this Agreement, the term “Acquired Fund Investments” shall mean (i) the investments of the Acquired Fund shown on its schedule of investments as of the Valuation Time furnished to the Acquiring Fund; and (ii) all other assets owned by the Acquired Fund or liabilities incurred as of the Valuation Time. At the Valuation Time and the Closing Date, the Acquired Fund will have full right, power and authority to sell, assign, transfer and deliver the Acquired Fund Investments. At the Closing Date, subject only to the obligation to deliver the Acquired Fund Investments as contemplated by this Agreement, the Acquired Fund will have good and marketable title to all of the Acquired Fund Investments, and the Acquiring Fund will acquire all of the Acquired Fund Investments free and clear of any encumbrances, liens or security interests and without any restrictions upon the transfer thereof (except those imposed by the federal or state securities laws and those imperfections of title or encumbrances as do not materially detract from the value or use of the Acquired Fund Investments or materially affect title thereto).mean: