As filed with the U.S. Securities and Exchange Commission on July 26, 2010
File No. 333-152629
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) 663-3241
(Registrant’s Area Code and Telephone Number)
Thomas M. Kinzler 601 Congress Street Boston, Massachusetts 02110 (Name and Address of Agent for Service) | With copies to: Mark P. Goshko, Esq. K&L Gates LLP One Lincoln Street 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 – Incorporated by reference to the Registrant’s Registration statement on Form N-14 filed on July 31, 2008, SEC Accession No. 0001145443-08-002279
Part B — Statement of Additional Information of Registrant – Incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on July 31, 2008, SEC Accession No. 0001145443-08-002279
Part C — Other Information
Signature Page
Exhibits – The sole purpose of this filing is to file as exhibits (i) the opinion and consent of counsel supporting the tax matters and consequences to shareholders of the reorganization described in the Registrant’s Registration Statement on Form N-14, filed on July 31, 2008, as required by Item 16(12) of Form N-14, and (ii) the executed Agreement and Plan of Reorganization. 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 30 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 June 25, 2010 (accession no. 0000950123-10-061105), which information is incorporated herein by reference.
ITEM 16. EXHIBITS
Exhibit No. | Exhibit Description | Note |
(1)(a) | Amended and Restated Declaration of Trust dated August 12, 2005. | (1) |
(1)(b) | Amendment to Declaration of Trust dated September 2, 2009. | (2) |
(2)(a) | By-Laws dated June 9, 2005. | (3) |
(2)(b) | Amendment to By-Laws dated June 9, 2009. | (4) |
(3) | Not applicable. |
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(4) | Agreements and Plans of Reorganization. | (#) |
(5) | Instruments Defining Rights of Security Holders, see Exhibits (1) and (2). |
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(6)(a) | Advisory Agreement between John Hancock Funds III and John Hancock Investment Management Services, LLC (“JHIMS”). | (5) |
(6)(b) | Subadvisory Agreement between JHIMS and Rainier Investment Management Services, Inc. (“Rainier”). | (6) |
(1) Incorporated 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).
(2) Incorporated by reference to an exhibit filed with post-effective amendment no. 26 to Registrant’s Registration Statement on Form N-1A (File Nos. 333-125838 and 811-21777), as filed with the SEC on June 25, 2010 (Accession No. 0000950123-10-061105).
(3) Incorporated 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).
(4) Incorporated by reference to an exhibit filed with post-effective amendment no. 19 to Registrant’s Registration Statement on Form N-1A (File Nos. 333-125838 and 811-21777), as filed with the SEC on June 30, 2009 (Accession No. 0000950123-09-018788).
(#) Filed herewith.
(5) Incorporated by reference to an exhibit filed with post-effective amendment no. 20 to Registrant’s Registration Statement on Form N-1A (File Nos. 333-125838 and 811-21777), as filed with the SEC on July 31, 2009 (Accession No. 0000950123-09-028376).
(6) Incorporated by reference to an exhibit filed with post-effective amendment no. 8 to Registrant’s Registration Statement on Form N-1A (File Nos. 333-125838 and 811-21777), as filed with the SEC on May 19, 2008 (Accession No. 0000950135-08-003822).
Exhibit No. | Exhibit Description | Note |
(7) | Distribution Agreement between John Hancock Funds, LLC and Registrant. | (1) |
(8) | Not applicable. |
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(9) | Master Custodian Agreement between Registrant and State Street Bank and Trust Company. | (2) |
(10)(a) | Classes A, B and C Distribution Plans between the Fund and John Hancock Funds, LLC | (8) |
(10)(b) | John Hancock Funds Class A, Class B, Class C and Class1 Multiple Class Plan pursuant to Rule 18f-3. | (8) |
(11) | Opinion and Consent of Counsel. | (9) |
(12) | Opinions as to Tax Matters and Consent. | (#) |
(13)(a) | Master Transfer Agency and Services Agreement. | (10) |
(13)(b) | Amended and Restated Expense Limitation Agreement dated June 8, 2010. | (2) |
(14) | Consent of Independent Registered Public Accounting Firm. | (9) |
(15) | Not applicable. |
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(16) | Powers of Attorney. | (9) |
(17)(a) | Code of Ethics of JHIMS, MFC, and each John Hancock open-end and closed-end fund dated January 1, 2008. | (11) |
(17)(b) | Code of Ethics of Rainier. | (2) |
(17)(c) | Form of Proxy Card. | (9) |
(8) Incorporated 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).
(9) Incorporated 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 July 31, 2008 (Accession No. 0001145443-08-002279).
(10) Incorporated 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).
(11) Incorporated by reference to an exhibit filed with post-effective amendment no. 21 to Registrant’s Registration Statement on Form N-1A (File Nos. 333-125838 and 811-21777), as filed with the SEC on February 23, 2010 (Accession No. 0000950135-08-000181).
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 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.
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 26th day of July 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 Keith F. Hartstein |
President and Chief Executive Officer
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July 26, 2010 |
/s/ Charles A. Rizzo Charles A. Rizzo
| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | July 26, 2010 |
/s/James R. Boyle* James R. Boyle
| Trustee | July 26, 2010 |
/s/James F. Carlin* James F. Carlin
| Trustee | July 26, 2010 |
/s/William H. Cunningham* William H. Cunningham
| Trustee | July 26, 2010 |
/s/Charles L. Ladner* Charles L. Ladner
| Trustee | July 26, 2010 |
/s/Patti McGill Peterson* Patti McGill Peterson
| Trustee | July 26, 2010 |
/s/John A. Moore* John A. Moore
| Trustee | July 26, 2010 |
/s/Steven R. Pruchansky* Steven R. Pruchansky
| Trustee | July 26, 2010 |
/s/John G. Vrysen* John G. Vrysen
| Trustee | July 26, 2010 |
*By: Power of Attorney
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By: /s/David D. Barr David D. Barr |
| July 26, 2010 |
Attorney-in-Fact |
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Pursuant to Power of Attorney filed with the Registrant’s Registration Statement on Form N-14 as filed with the Securities and Exchange Commission on July 31, 2008 |
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EXHIBIT INDEX
Exhibit No. | Description |
(4) | Agreements and Plans of Reorganization. |
(12) | Opinions as to Tax Matters and Consent. |
