As filed with the U.S. Securities and Exchange Commission on July 30, 2010
File No. 333-165642
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 March 23, 2010, SEC Accession No. 0000950123-10-027296
Part B — Statement of Additional Information of Registrant – Incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on March 23, 2010, SEC Accession No. 0000950123-10-027296
Part C — Other Information
Signature Page
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 the Registrant’s Registration Statement on Form N-14, filed on March 23, 2010, 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) | Agreement and Plan of Reorganization. | (+) |
(5) | Instruments Defining Rights of Security Holders, see Exhibits (1) and (2). |
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(6)(a) | Advisory Agreement dated July 1, 2009 between the Registrant and John Hancock Investment Management Services, LLC (“JHIMS”). | (5) |
(6)(b) | Amendment dated June 1, 2010 to Advisory Agreement relating to the John Hancock Disciplined Value Mid Cap Fund, between the Registrant and JHIMS. | (2) |
(6)(c) | Amendment dated June 1, 2010 to Subadvisory Agreement between JHIMS and Robeco Investment Management, Inc. (“RIM”) dated September 9, 2008. | (2) |
(7) | Distribution Agreement between John Hancock Funds, LLC and Registrant. | (1) |
(8) | Not applicable. |
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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. 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 number 0000950123-10-015685).
Exhibit No. | Exhibit Description | Note |
(9) | Master Custodian Agreement between Registrant and State Street Bank and Trust Company. | (2) |
(10)(a) | Plan of Distribution pursuant to Rule 12b-1 dated September 2, 2005, as amended December 13, 2006 relating to Class A, B and C Shares. | (6) |
(10)(b) | Amended and Restated Multiple Class Plan pursuant to Rule 18f-3. | (7) |
(11) | Opinion and Consent of Counsel. | (9) |
(12) | Opinion as to Tax Matters and Consent. | (+) |
(13)(a) | Master Transfer Agency and Services Agreement dated June 1, 2007 between Registrant and John Hancock Signature Services, Inc. | (4) |
(13)(b) | Expense Limitation Agreement dated June 8, 2010 between the Registrant and JHIMS. | (2) |
(14) | Consent of Independent Registered Public Accounting Firm (Ernst & Young, LLP). | (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, 2010. | (5) |
(17)(b) | Code of Ethics of RIM. | (8) |
(17)(c) | Form of Proxy Card. | (9) |
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6.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).
7.Incorporated 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).
8.Incorporated by reference to an exhibit filed with post-effective amendment no. 23 to Registrant’s Registration Statement on Form N-1A (File Nos. 333-125838 and 811-21777), as filed with the SEC on March 12, 2010 (Accession number 0000950123-10-024005).
9.Incorporated by reference to an exhibit filed with Registrant’s Registration Statement on Form N-14 (File Nos. 333-165642 and 811-21777), as filed with the SEC on March 23, 2010 (Accession number 0000950123-10-027296).
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 30th 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 | President and Chief Executive Officer | July 30, 2010 |
Keith F. Hartstein |
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/s/ Charles A. Rizzo | Chief Financial Officer (Principal Financial Officer and Chief Accounting Officer) | July 30, 2010 |
Charles A. Rizzo |
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/s/ James R. Boyle* | Trustee | July 30, 2010 |
James R. Boyle |
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Trustee | July 30, 2010 | |
James F. Carlin |
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/s/ William H. Cunningham* | Trustee | July 30, 2010 |
William H. Cunningham |
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/s/Deborah C. Jackson* | Trustee | July 30, 2010 |
Deborah C. Jackson |
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/s/ Charles L. Ladner* | Trustee | July 30, 2010 |
Charles L. Ladner |
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/s/ Stanley Martin* | Trustee | July 30, 2010 |
Stanley Martin |
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/s/ Patti McGill Peterson* | Trustee | July 30, 2010 |
Patti McGill Peterson |
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/s/ John A. Moore* | Trustee | July 30, 2010 |
John A. Moore |
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/s/ Steven R. Pruchansky* | Trustee | July 30, 2010 |
Steven R. Pruchansky |
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/s/ Gregory A. Russo* | Trustee | July 30, 2010 |
Gregory A. Russo |
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/s/ John G. Vrysen* | Trustee | July 30, 2010 |
John G. Vrysen |
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*By: /s/ David D. Barr
David D. Barr
Attorney-In-Fact
Pursuant to Powers of Attorney
filed with the Registrant’s
Registration Statements on
Form N-14 as filed with the
Securities and Exchange
Commission on March 23, 2010.
EXHIBIT INDEX
Exhibit No. | Description |
(4) | Agreement and Plan of Reorganization. |
(12) | Opinion as to Tax Matters and Consent. |
