SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934(Amendment No. __)
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¨ Preliminary Proxy Statement
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x Definitive Proxy Statement
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¨ Soliciting Material Pursuant to §240.14a-12
JOHN HANCOCK FUNDS II
(Name of Registrant as Specified in Its Charter)
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JOHN HANCOCK FUNDS II (“JHF II”)
ASIA TOTAL RETURN BOND FUND
601 Congress Street
Boston, Massachusetts 02210
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of Asia Total Return Bond Fund:
Notice is hereby given that a Special Meeting of Shareholders of Asia Total Return Bond Fund (the “Fund”), a series of JHF II, will be held at 601 Congress Street, Boston, Massachusetts 02210, on May 24, 2013 at 2:00 p.m., Eastern Time (the “Meeting”). The Meeting will be held for the purpose set forth below, as well as any other business that may properly come before the Meeting. A Proxy Statement providing information about the proposal is included with this notice.
| Proposal 1 | To change the Fund’s diversification investment policy, as defined in the Investment Company Act of 1940, as amended, from “diversified” to “non-diversified” |
The Board of Trustees of JHF II recommends that shareholders vote “FOR” the proposal.
Each shareholder of the Fund of record at the close of business on April 19, 2013 is entitled to receive notice of and to vote at the Meeting.
Important Notice Regarding the Availability of Proxy Materials for
the Shareholder Meeting to be Held on May 24, 2013.
The proxy statement is available at www.jhfunds.com.
Sincerely,
/s/ THOMAS M. KINZLER
Thomas M. Kinzler
Secretary
John Hancock Funds II
April 26, 2013
Boston, Massachusetts
JOHN HANCOCK FUNDS II
ASIA TOTAL RETURN BOND FUND
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 24, 2013
April 26, 2013
TABLE OF CONTENTS
| Page | ||
| Introduction | 1 | |
| Proposal 1 | To change the Fund’s diversification investment policy, as defined in the Investment Company Act of 1940, as amended, from “diversified” to “non-diversified” | 2 |
| ||
| Shareholders and Voting Information | 3 | |
| Other Matters | 4 | |
Appendices:
| Exhibit A | Outstanding Shares and Share Ownership | 5 |
| ii |
JOHN HANCOCK FUNDS II (“JHF II” or the “Trust”)
on behalf of its series,
ASIA TOTAL RETURN BOND FUND
601 Congress Street
Boston, Massachusetts 02210
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 24, 2013
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by the Board of Trustees of JHF II (the “Board” or “Trustees”), on behalf of Asia Total Return Bond Fund (the “Fund”) of proxies to be used at a special meeting of shareholders of the Fund to be held at 601 Congress Street, Boston, Massachusetts 02210, on May 24, 2013 at 2:00 p.m., Eastern Time (the “Meeting”). Pursuant to the Trust’s Agreement and Declaration of Trust, the Board has designated April 19, 2013 as the record date for determining shareholders of the Fund eligible to vote at the Meeting (the “Record Date”). All shareholders of record at the close of business on the Record Date are entitled to one vote for each share (and fractional votes for fractional shares) of beneficial interest of the Fund held. This Proxy Statement is first being sent to shareholders on or about April 26, 2013.
The Fund is a series of the Trust, an open-end management investment company, commonly known as a mutual fund, registered under the Investment Company Act of 1940, as amended (the “1940 Act”).
Investment Management.John Hancock Investment Management Services, LLC(“JHIMS” or the“Adviser”) serves as investment adviser for the Fund. Pursuant to an investment advisory agreement with the Trust, the Adviser is responsible for, among other things, administering the business and affairs of the Fund and selecting, contracting with, compensating and monitoring the performance of the investment subadviser that manages the investment and reinvestment of the assets of the Fund pursuant to a subadvisory agreement with the Adviser. JHIMS is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). JHIMS also provides administrative services to the Fund pursuant to a separate services agreement with the Trust. John Hancock Asset Management a division of Manulife Asset Management (US) LLC (the “Subadviser”) is the subadviser to the Fund and is also registered as an investment adviser under the Advisers Act.
The Distributor. John Hancock Funds, LLC (the “Distributor”) serves as the Fund’s distributor.
The offices of JHIMS and the Distributor are located at 601 Congress Street, Boston, Massachusetts 02210, and their ultimate parent entity is Manulife Financial Corporation (“MFC” or “Manulife Financial”), a publicly traded company based in Toronto, Canada. MFC and its subsidiaries operate as “Manulife Financial” in Canada and Asia and primarily as “John Hancock” in the United States.
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PROPOSAL 1
TO CHANGE THE FUND’S DIVERSIFICATION INVESTMENT POLICY
FROM DIVERSIFIED TO NON-DIVERSIFIED
The Board, including those Trustees who are not “interested persons” of the Fund as defined in the 1940 Act (the “Independent Trustees”), has approved, and recommends that the Fund’s shareholders approve, changing the Fund from a diversified fund to a non-diversified fund. Shareholder approval of this change would enable the Fund to invest larger percentages of its assets in the securities of single issuers. The Adviser believes that the proposed change would provide the Fund with increased flexibility and allow the Subadviser to focus the Fund’s investments on particular countries and issuers as part of the Fund’s principal investment strategy to invest at least 80% of net assets (plus borrowings for investment purposes) in a portfolio of bonds issued by governments, government agencies, international organizations issuing supranational bonds and corporate issuers in Asia. Investing a larger percentage of the Fund’s assets in any one issuer carries certain risks, as described below.
Since inception, the Fund has operated as a “diversified” fund, as defined in the 1940 Act. As a diversified fund, with respect to 75% of its total assets, no more than 5% of the Fund’s total assets may be invested in the securities of any single issuer, and it may not hold more than 10% of the outstanding voting securities of any single issuer. With respect to the remaining 25% of its total assets, there is no limit on the amount of assets the Fund may invest in the securities of a single issuer. These 1940 Act limits do not apply to securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, or to securities issued by other investment companies. These limits apply only at the time the Fund purchases a security. The Fund may exceed these limits if positions it already holds increase in value relative to the rest of the Fund’s holdings.
The Adviser believes that changing the Fund from a diversified fund to a non-diversified fund would give the Subadviser more flexibility in implementing the Fund’s investment strategies. The change would enable the Subadviser to focus the Fund’s investments on those issuers in which the Subadviser has the greatest conviction. Because the Subadviser would be able to invest larger percentages of the Fund’s assets in the securities of a single issuer, the Subadviser would be able to take larger positions in its high-conviction investment choices.
Risks.Shareholder approval of the proposal would enable the Fund to operate as a non-diversified fund. As a non-diversified fund, the Fund would be able to invest larger percentages of its assets in the securities of a single issuer. The Subadviser’s investment decisions may not be successful, and if a security or an issuer fails to produce the expected results the negative impact to the Fund would be greater than if the Fund were diversified. Investing a larger percentage of the Fund’s assets in any one issuer could increase the Fund’s risk of loss and its volatility, because the value of its shares would be more susceptible to adverse events affecting that issuer.
If the Fund’s shareholders approve this proposal, the Subadviser is expected to operate the Fund as non-diversified, however it may not, depending on its assessment of the investment opportunities available to the Fund. The Subadviser will reserve freedom of action to operate the Fund as non-diversified or diversified as it deems to be in the Fund’s and shareholders’ best interests. If the Subadviser does not operate the Fund as non-diversified within three years of shareholder approval, 1940 Act rules will require the Fund to again seek shareholder approval to reserve freedom of action to operate the Fund as non-diversified. Regardless of any change in the Fund’s diversification status under the 1940 Act, the Fund will remain subject to the diversification rules under the Internal Revenue Code of 1986, as amended.
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Required Vote
Approval of the proposal requires the affirmative vote of the lesser of: (1) 67% or more of the shares of the Fund present at the Meeting, if more than 50% of the outstanding shares are represented at the Meeting in person or by proxy; or (2) more than 50% of the outstanding shares entitled to vote at the Meeting.
If the Fund’s shareholders do not approve the proposal, the Fund will continue to operate as a diversified fund.
The Board, including the Independent Trustees, recommends that shareholders vote “FOR” the proposal.
Fund Information
Mailing Address.The mailing address of the Fund is601 Congress Street, Boston, Massachusetts 02210.
Shareholders of the Fund.Although the Fund is authorized to offer multiple share classes, as of the Record Date only Class NAV shares are outstanding and no other shares of any other class have been issued.
As of the Record Date, Class NAV shares of the Fund were held solely by various John Hancock funds of funds (collectively, the “Funds of Funds”), each of which invests in shares of other underlying JHF II funds such as the Fund. Pursuant to the proxy voting policies of the Fund and the Funds of Funds, where the Funds of Funds are the sole shareholders of an underlying fund and there is no material conflict of interests, the Adviser will vote the shares of the underlying fund held by the Funds of Funds. The Adviser has indicated to the Fund that it intends to vote “For” the proposal. The Funds of Funds, individually or collectively, hold more than 25% of the shares of the Fund. For purposes of the 1940 Act, any person who owns “beneficially” more than 25% of the outstanding shares of a Fund is presumed to “control” the Fund.
The number of votes eligible to be cast at the Meeting, the percentage ownership of the outstanding shares of the Fund by the Funds of Funds and other share ownership information as of the Record Date are set forth in Exhibit A (“Outstanding Shares and Share Ownership”) to this Proxy Statement.
The Fund will furnish, without charge, a copy of its most recent shareholder report to any shareholder upon request. To obtain a report, please contact JHF II by calling 1-800-225-5291 (TDD — 1-800-554-6713) or by writing to JHF II at 601 Congress Street, Boston, Massachusetts 02210.
Voting Information.Allvalidproxieswillbevotedinaccordancewithspecificationsthereon,orintheabsenceofspecifications,forapprovalof theproposal.
Revocation of Proxies. Proxies may be revoked at any time before the Meeting by any of: (i) a written revocation received by the Secretary of the Trust; (ii) a properly executed later-dated proxy received by the Secretary of the Trust; or (iii) an in-person vote at the Meeting. Attendance at the Meeting will not in and of itself revoke a proxy. Shareholders may revoke a proxy as often as they wish before the Meeting. Only the latest dated, properly executed proxy card received prior to or at the Meeting will be counted.
Quorum.Shareholders of record at the close of business on the Record Date will be entitled to vote at the Meeting or any adjournment of the Meeting. The holders of a majority of the outstanding shares of the Fund at the close of business on that date present in person or by proxy will constitute a quorum for the Meeting. Shareholders are entitled to one vote for each share held and fractional votes for fractional shares held. No shares have cumulative voting rights.
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In the event the necessary quorum to transact business or the vote required to approve a proposal is not obtained at the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting with respect to the proposal in accordance with applicable law to permit further solicitation of proxies. Any adjournment of the Meeting generally will require the affirmative vote of the holders of a majority of the Fund’s shares cast at the Meeting, and any adjournment with respect to a proposal will require the affirmative vote of the holders of a majority of the shares entitled to vote on the proposal cast at the Meeting. The persons named as proxies will vote for or against any adjournment in their discretion.
Abstentions and Broker Non-Votes.Abstentions and broker non-votes (i.e., shares held by brokers or nominees as to which: (i) instructions have not been received from the beneficial owners or the persons entitled to vote; and (ii) the broker or nominee indicates on the proxy that it does not have discretionary voting power on a particular matter) are counted as shares entitled to vote at the Meeting in determining whether a quorum is present, but do not count as votes cast with respect to a proposal. Abstentions and broker non-votes have the effect of a “no” vote on the proposal.
Cost of Preparation and Distribution of Proxy Materials.The costs of the preparation of these proxy materials and their distribution will be borne by the Adviser and Subadviser.
Shareholders Sharing the Same Address
As permitted by law, only one copy of this Proxy Statement may be delivered to shareholders residing at the same address, unless such shareholders have notified the Trust of their desire to receive multiple copies of the shareholder reports and other materials. If you would like to receive an additional copy, please contact the Fund by writing to John Hancock Signature Services, Inc., P.O. Box 55913, Boston, MA 02205-5913 or by calling 1-800-225-5291. The Fund will then promptly deliver, upon request, a separate copy of this Proxy Statement to any shareholder residing at an address to which only one copy was mailed. Shareholders wishing to receive separate copies of the Fund’s shareholder reports and other materials in the future, and shareholders sharing an address that wish to receive a single copy if they are receiving multiple copies, also should send a request as indicated.
OTHER MATTERS
The Board does not know of any matters to be presented at the Meeting other than that mentioned in this Proxy Statement. If any other matters properly come before the Meeting, the shares represented by proxies will be voted in accordance with the best judgment of the person or persons voting the proxies.
The Fund is not required to hold annual meetings of shareholders and, therefore, it cannot be determined when the next meeting of shareholders will be held. Shareholder proposals to be presented at any future meeting of shareholders of the Fund must be received by the Fund a reasonable time before the Fund’s solicitation of proxies for that meeting in order for such proposals to be considered for inclusion in the proxy materials related to that meeting.
BY ORDER OF THE BOARD OF TRUSTEES
April 26, 2013
Boston, Massachusetts
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD(S) IN THE ENCLOSED ENVELOPE.
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Exhibit A
OUTSTANDING SHARES AND SHARE OWNERSHIP
This table shows, as of the Record Date, the number of shares of each class of the Fund eligible to be voted at the Meeting.
| Fund Name | Class | TOTAL SHARES AS OF 4/19/13 |
| Asia Total Return Bond Fund | NAV | 41,304,634.82 |
Set forth below is information as to shareholders, if any, known by the Fund to own beneficially or of record 5% or more of the outstanding shares of the following classes of shares of the Fund as of the Record Date. As described above under “FUND INFORMATION - Shareholders of the Fund,” various John Hancock Funds of Funds own more than 5% of the outstanding shares of Class NAV shares of the Fund. As of the Record Date, the Trustees and officers of the Trust as a group beneficially owned less than 1% of the shares of the Fund.
| Share Class | Shareholder Name and Address* | Number of Shares | % of Ownership | Record or Beneficial Ownership |
| NAV | JHF II Lifestyle Balanced Fund | 15,552,189.55 | 37.65% | Beneficial |
| NAV | JHF II Lifestyle Conservative Fund | 6,636,000.80 | 16.07% | Beneficial |
| NAV | JHF II Lifestyle Growth Fund | 8,139,116.59 | 19.71% | Beneficial |
| NAV | JHF II Lifestyle Moderate Fund | 6,630,078.24 | 16.05% | Beneficial |
| 5 |
Thank
for mailing
|
 | John Hancock Funds
601 Congress Street
1-800-225-5291
www.jhfunds.com |
| 6 |
JOHN HANCOCK FUNDS II
on behalf of its series,
ASIA TOTAL RETURN BOND FUND
601 Congress Street
Boston, Massachusetts 02210
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
| KEEP THIS PORTION FOR YOUR RECORDS | ||
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY | |
Please detach at perforation before mailing.
