As filed with the U.S. Securities and Exchange Commission on October 26, 2020
File No. 333-232436
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ☒ | |
Pre-Effective Amendment No. | ☐ | |
Post-Effective Amendment No. 1 | ☒ |
JOHN HANCOCK FUNDS II
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
200 BERKELEY STREET
BOSTON, MASSACHUSETTS 02116
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
(800) 225-5291
CHRISTOPHER SECHLER, ESQ.
200 BERKELEY STREET
BOSTON, MASSACHUSETTS 02116
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPIES OF COMMUNICATIONS TO:
MARK P. GOSHKO, ESQ.
K&L GATES LLP
ONE LINCOLN STREET
BOSTON, MASSACHUSETTS 02111-2950
JOHN HANCOCK FUNDS II (“Registrant”)
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following papers and documents:
Cover Sheet
Contents of Registration Statement
Notice of Special Meeting to Shareholders of Registrant
Part A — Proxy Statement and Prospectus - Incorporated herein by reference to the definitive form of Proxy Statement/Prospectus filed pursuant to Rule 497 under the Securities Act of 1933, as amended (“Securities Act”), on July 31, 2019, SEC accession number 0001133228-19-004913.
Part B — Statement of Additional Information - Incorporated herein by reference to the definitive form of Statement of Additional Information filed pursuant to Rule 497 under the Securities Act, on July 31, 2019, SEC accession number 0001133228-19-004913.
Part C — Other Information
Signature Page
Exhibits - The sole purpose of this filing is to file as exhibits, with respect to the reorganization described in the Registrant’s definitive Registration Statement on Form N-14, filed on July 31, 2019: (i) the closing opinions and consent of counsel supporting the tax matters and consequences to shareholders of the reorganization, as required by Item 16(12) of Form N-14; and (ii) the executed Agreement and Plan of Reorganization, as required by Item 16(4) of Form N-14. Part C of this Registration Statement has been updated as necessary.
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JOHN HANCOCK FUNDS II
PART C
OTHER INFORMATION
Item 15. Indemnification
Item 16. Exhibits
1(a) | Amendment dated May 18, 2017 to the Amended and Restated Agreement and Declaration of Trust dated January 22, 2016, as amended – previously filed as exhibit (a)(2) to post-effective amendment no. 200 filed on December 28, 2017, accession number 0001133228-17-007021. |
1(a)(1) | Amendment dated December 13, 2018 to the Amended and Restated Declaration of Trust dated January 22, 2016 – previously filed as exhibit (a)(1) to post-effective amendment no. 214 filed on April 24, 2019, accession number 0001133228-19-002392. |
2(a) | By-laws of the Registrant dated June 28, 2005 – previously filed as exhibit (a) to initial registration statement on Form N-1A filed on June 30, 2005, accession number 0000950135-05-003640. |
2(a)(1) | Amendment dated March 10, 2016 to the By-laws of the Registrant dated June 28, 2005, as amended – previously filed as exhibit (b)(3) to post-effective amendment no. 165 filed on March 28, 2016, accession number 0001133228-16-008538. |
3 | Not applicable. |
4 | Agreement and Plan of Reorganization dated August 23, 2019 – FILED HEREWITH. |
5 | See Exhibits 1 and 2. |
6(a) | Advisory Agreement dated January 1, 2014, between John Hancock Funds II and John Hancock Advisers, LLC – previously filed as exhibit (d)(1)(y) to post-effective amendment no.116 filed on December 24, 2013, accession number 0001133228-13-005161. |
6(a)(1) | Amendment dated September 28, 2018 to Advisory Agreement dated January 1, 2014, between John Hancock Funds II and John Hancock Advisers, LLC (now known as John Hancock Investment Management LLC) – previously filed as exhibit (d)(1)(O) to post-effective amendment no. 212 on December 21, 2018, accession number 0001133228-18-006817. |
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(6)(b)(1) | Subadvisory Agreement dated January 1, 2014 between John Hancock Advisers, LLC and Wellington Management Company LLP – previously filed as exhibit (d)(25) to post-effective amendment no. 134 filed on June 26, 2014, accession number 0001133228-14-002117.
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(6)(b)(2) | Amendment dated September 21, 2018 to Subadvisory Agreement dated January 1, 2014 between John Hancock Advisers, LLC and Wellington Management Company LLP – previously filed as exhibit (d)(19)(E) to post-effective amendment no. 212 on December 21, 2018, accession number 0001133228-18-006817. |
7(a) | Distribution Agreement dated October 17, 2005 between Registrant and John Hancock Funds, LLC – previously filed as exhibit (e) to post-effective amendment no. 2 filed on January 10, 2006, accession number 0001010521-06-000023. |
7(a)(1) | Amendment dated September 23, 2016 to Distribution Agreement dated October 17, 2005 between Registrant and John Hancock Funds, LLC (now known as John Hancock Investment Management Distributors LLC) – previously filed as exhibit (e)(1) to post-effective amendment no. 173 filed on September 23, 2016, accession number 0001133228-16-012691. |
8 | Not applicable. |
9(a) | Master Custodian Agreement dated September 26, 2008 between John Hancock Funds II and State Street Bank and Trust Company – previously filed as exhibit (g) to post-effective amendment no. 22 filed on December 24, 2008, accession number 0000950135-08-008571. |
9(a)(1) | Amendment dated October 1, 2015 to Master Custodian Agreement dated September 26, 2008 between John Hancock Funds II and State Street Bank and Trust Company – previously filed as exhibit (g)(1)(B) to initial registration statement on Form N-1A filed on November 25, 2015, accession number 0001133228-15-006091. |
9(b) | Master Global Custodial Services Agreement dated March 3, 2014 among John Hancock Mutual Funds and Citibank. N.A. – previously filed as exhibit (g)(2)(A) to initial registration statement on Form N-1A filed on November 25, 2015, accession number 0001133228-15-006091. |
9(b)(1) | Amendment dated June 10, 2015 to Master Global Custodial Services Agreement dated March 3, 2014 among John Hancock Mutual Funds and Citibank. N.A. – previously filed as exhibit (g)(2)(B) to initial registration statement on Form N-1A filed on November 25, 2015, accession number 0001133228-15-006091. |
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10(a)(1) | Plan of Distribution pursuant to Rule 12b-1 relating to Class 1 Shares – previously filed as exhibit (m)(1) to post-effective amendment no. 2 filed on January 10, 2006, accession number 0001010521-06-000023. |
10(a)(13) | Amended and Restated Multiple Class Plan dated December 17, 2014, pursuant to Rule 18f-3 – previously filed as exhibit (n) to post-effective amendment no. 152 filed on January 26, 2015, accession number 0001133228-15-000301. |
11 | Opinion and Consent of K&L Gates LLP regarding legality of issuance of shares and other matters – previously filed as exhibit 11 to the registration statement on Form N-14 filed on June 28, 2019, SEC accession number 0001133228-19-004241. |
12 | Opinion of K&L Gates LLP on tax matters. – FILED HEREWITH. |
13(a) | Amended and Restated Transfer Agency and Service Agreement for John Hancock Funds dated July 1, 2013 – previously filed as exhibit (h)(1) to post-effective amendment no. 113 filed on December 19, 2013, accession number 0001133228-13-005052. |
13(a)(1) | Amendment dated October 1, 2013 to the Amended and Restated Transfer Agency and Service Agreement dated July 1, 2013 – previously filed as exhibit (h)(1)(A) to post-effective amendment no. 113 filed on December 19, 2013, accession number 0001133228-13-005052. |
13(b) | Amended and Restated Service Agreement dated June 25, 2014 between Registrant and John Hancock Advisers, LLC – previously filed as exhibit (h)(10) to post-effective amendment no. 139 filed on August 25, 2014, accession number 0001133228-14-002932. |
13(c) | Expense Limitation Letter Agreement and Voluntary Expense Limitation Notice dated September 13, 2018 between the Registrant and John Hancock Advisers, LLC – previously filed as exhibit (h)(10) to post-effective amendment no. 212 on December 21, 2018, accession number 0001133228-18-006817. |
13(d) | Agreement to Waive Advisory Fees and Reimburse Expenses dated January 2, 2015 between the Registrant and John Hancock Advisers, LLC. –– previously filed as exhibit (h)(15) to post-effective amendment no.153 filed on February 20, 2015, accession number 0001133228-15-000446. |
13(e) | Services Agreement dated March 3, 2014 among John Hancock Mutual Funds and Citi Fund Services Ohio, Inc. – previously filed as exhibit (h)(16)(A) to initial registration statement on Form N-1A filed on November 25, 2015, accession number 0001133228-15-006091. |
13(f)(1) | Amendment dated February 1, 2015 to Services Agreement dated March 3, 2014 among John Hancock Mutual Funds and Citi Fund Services Ohio, Inc. – previously filed as exhibit (h)(16)(B) to initial registration statement on Form N-1A filed on November 25, 2015, accession number 0001133228-15-006091. |
13(f)(2) | Amendment dated June 15, 2015 to Services Agreement dated March 3, 2014 among John Hancock Mutual Funds and Citi Fund Services Ohio, Inc. – previously filed as exhibit (h)(16)(C) to initial registration statement on Form N-1A filed on November 25, 2015, accession number 0001133228-15-006091. |
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14 | Consent of PricewaterhouseCoopers LLP – previously filed as exhibit 14 to the registration statement on Form N-14 filed on June 28, 2019, SEC accession number 0001133228-19-004241. |
15 | Not applicable. |
16 | Power of Attorney – previously filed as exhibit 16 to the registration statement on Form N-14 filed on June 28, 2019, SEC accession number 000133228-19-004241. |
17 | Form of Proxy Card – previously filed as exhibit 17 to the registration statement on Form N-14 filed on June 28, 2019, SEC accession number 0001133228-19-004241. |
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) of the Securities Act of 1933, 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 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 Securities Act of 1933, 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.
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Pursuant to the requirements of the Securities Act of 1933, the Registrant, John Hancock Funds II, has duly caused this amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and Commonwealth of Massachusetts, on the 26th day of October, 2020.
JOHN HANCOCK FUNDS II | ||
By: | /s/ Andrew G. Arnott | |
Name: Andrew G. Arnott | ||
Title: President and Trustee |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date(s) indicated.
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Signature | Title | Date |
/s/ James M. Oates * | Trustee | October 26, 2020 |
James M. Oates | ||
/s/ Steven R. Pruchansky * | Trustee | October 26, 2020 |
Stephen R. Pruchansky | ||
/s/ Gregory A. Russo * | Trustee | October 26, 2020 |
Gregory A. Russo |
*By: | Power of Attorney | |
/s/ Thomas Dee | ||
Thomas Dee Attorney-In-Fact |
* Pursuant to Power of Attorney previously filed with the Trust’s Registration Statement on Form N-14 filed on June 28, 2019, accession number 0001133228-19-004241.
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Exhibit Index
4 | Agreement and Plan of Reorganization dated August 23, 2019. |
12 | Opinion and Consent of K&L Gates LLP on tax matters. |
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