As filed with the U.S. Securities and Exchange Commission on January 11, 2010
File Nos. 333-158247
811-21777
SECURITIES AND EXCHANGE COMMISSION |
WASHINGTON, D.C. 20549 |
FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X] Pre-Effective Amendment No. [ ] Post-Effective Amendment No. 1 |
JOHN HANCOCK FUNDS III |
(Exact Name of Registrant as Specified in Charter) |
601 Congress Street Boston, Massachusetts 02110 (Address of Principal Executive Offices) (617) 663-4324 (Registrant’s Area Code and Telephone Number) |
David D. Barr | With copies to: |
601 Congress Street | |
Boston, Massachusetts 02110 | Mark P. Goshko, Esq. |
K&L Gates LLP | |
(Name and Address of | One Lincoln Street |
Agent for Service) | Boston, Massachusetts 02111 |
JOHN HANCOCK FUNDS III (“REGISTRANT”) CONTENTS OF REGISTRATION STATEMENT |
This Registration Statement contains the following papers and documents: |
Cover Sheet Contents of Registration Statement |
Part A — Joint Proxy Statement/Prospectus of Registrant – Incorporated by reference to the Registrant’s Statement on Form N-14 filed on March 27, 2009, SEC Accession No. 0000950135-09-002138 Part B — Statement of Additional Information of Registrant– Incorporated by reference to the Registrant’s Statement on Form N-14 filed on March 27, 2009, SEC Accession No. 0000950135-09-002138 Part C — Other Information Signature Page Exhibit Index Exhibits – The sole purpose of this filing is to file as an exhibit the opinion and consent of counsel supporting the tax matters and consequences to shareholders of the reorganization described in Registrant’s Registration Statement on Form N-14, filed on March 27, 2009, as required by Item 16(12) of Form N-14. Part C of this Registration Statement has been updated as necessary. |
PART C OTHER INFORMATION |
ITEM 15. | INDEMNIFICATION |
No change from the information set forth in Item 25 of the most recently filed amendment to the Registration Statement of John Hancock Funds III (“Registrant”) on Form N-1A under the 1933 Act and the 1940 Act (File Nos. 333-125838 and 811-21777) as filed with the Securities and Exchange Commission (the “SEC”) on July 31, 2009 (accession no. 0000950123-09-028376), which information is incorporated herein by reference.
ITEM 16. | EXHIBITS |
Exhibit No. | Exhibit Description | Note | ||
(1) | Amended and Restated Declaration of Trust dated August 12, 2005. | (1) | ||
(2) | By-Laws dated June 9, 2005. | (2) | ||
(3) | Not applicable. | |||
(4) | Form of Agreement and Plan of Reorganization. | (8) | ||
(5) | Instruments Defining Rights of Security Holders, see Exhibits (1) and (2). | |||
(6)(a) | Advisory Agreement dated September 21, 2005 between the Registrant and John Hancock | (3) | ||
Investment Management Services, LLC (“JHIMS”). | ||||
(6)(b) | Amendment to Advisory Agreement relating to the John Hancock Disciplined Value Fund | (4) | ||
(formerly known as John Hancock Core Value Fund), between the Registrant and JHIMS. | ||||
(6)(c) | Subadvisory Agreement between JHIMS and Robeco Investment Management, Inc. | (4) | ||
(“Robeco”). | ||||
(7) | Distribution Agreement between John Hancock Funds, LLC and Registrant. | (1) | ||
(8) | Not applicable. | |||
(9) | Custody Agreement between Registrant and State Street Bank & Trust Co. | (1) | ||
(10)(a) | Plan of Distribution pursuant to Rule 12b-1 dated September 2, 2005, as amended | (5) | ||
December 13, 2006 relating to Class A, B and C Shares. | ||||
(10)(b) | Plan of Distribution pursuant to Rule 12b-1 dated September 2, 2005, as amended | (5) |
1Incorporated by reference to an exhibit filed with pre-effective amendment no. 2 to Registrant’s Registration Statement on Form N-1A (File Nos. 333-125838 and 811-21777), as filed with the SEC on September 2, 2005 (Accession No. 0000898432-05-000776).
2Incorporated by reference to an exhibit filed with Registrant’s Registration Statement on Form N-1A (File Nos. 333-125838 and 811-21777), as filed with the SEC on June 15, 2005 (Accession No. 0000898432-05-000492).
3Incorporated by reference to an exhibit filed with post-effective amendment no. 5 to Registrant’s Registration Statement on Form N-1A (File Nos. 333-125838 and 811-21777), as filed with the SEC on January 16, 2008 (Accession No. 0000950135-08-000181).
4Incorporated by reference to an exhibit filed with post-effective amendment no. 14 to Registrant’s Registration Statement on Form N-1A (File Nos. 333-125838 and 811-21777), as filed with the SEC on December 15, 2008 (Accession No. 0000950135-08-008163).
5Incorporated by reference to an exhibit filed with post-effective amendment no. 3 to Registrant’s Registration Statement on Form N-1A (File Nos. 333-125838 and 811-21777), as filed with the SEC on December 15, 2006 (Accession No. 0001010521-06-000969).
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Exhibit No. | Exhibit Description | Note | ||
December 13, 2006 relating to Class R1 shares. | ||||
(10)(c) | Amended and Restated Multiple Class Plan pursuant to Rule 18f-3. | (6) | ||
(11) | Opinion and Consent of Counsel. | (8) | ||
(12) | Opinion as to Tax Matters and Consent. | (#) | ||
(13)(a) | Master Transfer Agency and Services Agreement dated June 1, 2007 between Registrant | (3) | ||
and John Hancock Signature Services, Inc. | ||||
(13)(b) | Expense Limitation Agreement dated May 22, 2008 between the Registrant and JHIMS. | (4) | ||
(14)(a) | Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers | (8) | ||
LLP). | ||||
(14)(b) | Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP). | (8) | ||
(15) | Not applicable. | |||
(16) | Powers of Attorney. | (8) | ||
(17)(a) | Code of Ethics of JHIMS, MFC, and each John Hancock open-end and closed-end fund | (7) | ||
dated January 1, 2008. | ||||
(17)(b) | Code of Ethics of Robeco. | (4) | ||
(17)(c) | Form of Proxy Card. | (8) |
Item 17.Undertakings.
(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act of 1933, as amended (the “1933 Act”), the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
NOTICE |
A copy of the Amended and Restated Declaration of Trust of John Hancock Funds III is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf
____________________________________
6Incorporated by reference to an exhibit filed with post-effective amendment no. 9 to Registrant’s Registration Statement on Form N-1A (File Nos. 333-125838 and 811-21777), as filed with the SEC on June 25, 2008 (Accession No. 0000950135-08-004552).
7Incorporated by reference to an exhibit filed with post-effective amendment no. 5 to Registrant’s Registration Statement on Form N-1A (File Nos. 333-125838 and 811-21777), as filed with the SEC on January 16, 2008 (Accession No. 0000950135-08-000181).
8Incorporated by reference to an exhibit filed with the Registrant’s Registration Statement on Form N-14 (File Nos. 333-158247 and 811-21777), as filed with the SEC on March 27, 2009 (Accession No. 0000950135-09-002138).
#Filed herewith.
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of the Registrant by an officer of the Registrant as an officer and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees, officers or shareholders individually, but are binding only upon the assets and property of the Registrant.
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SIGNATURES |
As required by the Securities Act of 1933, this registration statement has been signed on behalf of the Registrant, in the City of Boston and Commonwealth of Massachusetts on the 11th day of January 2010.
John Hancock Funds III | |
By:/s/ Keith F. Hartstein* | |
Name: Keith F. Hartstein | |
Title: President and Chief Executive Officer |
As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | Title | Date |
/s/ Keith F. Hartstein | President and | January 11, 2010 |
Keith F. Hartstein | Chief Executive Officer | |
/s/ Charles A. Rizzo | Chief Financial Officer | January 11, 2010 |
Charles A. Rizzo | (Principal Financial Officer and Principal | |
Accounting Officer) | ||
/s/James R. Boyle* | Trustee | January 11, 2010 |
James R. Boyle | ||
/s/James F. Carlin* | Trustee | January 11, 2010 |
James F. Carlin | ||
/s/William H. Cunningham* | Trustee | January 11, 2010 |
William H. Cunningham | ||
/s/Deborah C. Jackson* | Trustee | January 11, 2010 |
Deborah C. Jackson | ||
/s/Charles L. Ladner* | Trustee | January 11, 2010 |
Charles L. Ladner | ||
/s/Stanley Martin* | Trustee | January 11, 2010 |
Stanley Martin | ||
/s/John A. Moore* | Trustee | January 11, 2010 |
John A. Moore | ||
/s/Patti McGill Peterson* | Trustee | January 11, 2010 |
Patti McGill Peterson | ||
/s/Steven R. Pruchansky* | Trustee | January 11, 2010 |
Steven R. Pruchansky | ||
/s/Gregory A. Russo* | Trustee | January 11, 2010 |
Gregory A. Russo | ||
/s/John G. Vrysen* | Trustee | January 11, 2010 |
John G. Vrysen | ||
*By: Power of Attorney |
By: | /s/ David D. Barr |
David D. Barr | |
Attorney-in-Fact |
Pursuant to Power of Attorney |
filed with Post-Effective |
Amendment No. 17 to the Trust’s |
Registration Statement on May |
15, 2009 |
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EXHIBIT INDEX |
Exhibit No. |
Description |
(12) | Opinion as to Tax Matters and Consent. |