As filed with the U.S. Securities and Exchange Commission on December 17, 2021
File No. 333-258385
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
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 September 8, 2021, SEC accession number 0001133228-21-004707.
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 September 8, 2021, SEC accession number 0001133228-21-004707.
Part C — Other Information
Signature Pages
Exhibits — The sole purpose of this filing is to file as exhibits, with respect to the reorganization described in the Registrant’s Registration Statement on Form N-14, filed on August 2, 2021: (i) the executed Agreement and Plan of Reorganization, as required by Item 16(4) of Form N-14; (ii) the opinion of counsel supporting the tax matters and consequences to shareholders of the reorganization, as required by Item 16(12) of Form N-14; and (iii) the consent of counsel with respect to the filing of such tax opinion.
JOHN HANCOCK FUNDS II
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 II (“Registrant”) on Form N-1A under the 1933 Act and the 1940 Act (File Nos. 333-126293 and 811-21779) as filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2021, accession number 0001133228-21-005730, which information is incorporated herein by reference.
1 Prior to June 28, 2019, John Hancock Investment Management LLC was known as John Hancock Advisers, LLC.
6(a)(1) | Amendment dated September 17, 2020 to Amended and Restated Advisory Agreement dated June 30, 2020 between the Registrant and John Hancock Investment Management LLC – previously filed as exhibit (d)(1)(g) to post-effective amendment no. 233 filed on September 17, 2020, accession number 0001133228-20-006101. |
(6)(b)(1) | Subadvisory Agreement dated January 1, 2014 between John Hancock Investment Management 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. |
(6)(b)(2) | Amendment dated September 21, 2018 to Subadvisory Agreement dated January 1, 2014 between John Hancock Investment Management 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. |
(6)(b)(3) | Amendment dated February 28, 2020 to Subadvisory Agreement dated January 1, 2014 between John Hancock Investment Management LLC and Wellington Management Company LLP – previously filed as exhibit (d)(18)(C) to post-effective amendment no. 225 on April 27, 2020, accession number 0001133228-20-001925. |
7(a) | Amended and Restated Distribution Agreement dated June 30, 2020 between Registrant and John Hancock Investment Management Distributors LLC2 – previously filed as exhibit (e) to post-effective amendment no. 234 filed on November 19, 2020, accession number 0001133228-20-007379. |
8 | Not applicable. |
9(a) | Custodian Agreement. 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 December 14, 2020 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) to post-effective amendment no. 242 filed on November 19, 2021, accession number 0001133228-21-005730. |
9(a)(2) | Amendment dated June 1, 2021 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) to post-effective amendment no. 242 filed on November 19, 2021, accession number 0001133228-21-005730. |
10(a)(1) | Amended and Restated Plan of Distribution pursuant to Rule 12b-1 dated June 30, 2020 relating to Class A Shares –– previously filed as exhibit (m)(2) to post-effective amendment no. 235 filed on November 20, 2020, accession number 0001133228-20-007397. |
10(a)(1)(A) | Amendment to Plan of Distribution pursuant to Rule 12b-1 dated June 1, 2021 relating to Class A Shares –– previously filed as exhibit (m)(2)(A) to post-effective amendment no. 240 filed on June 1, 2021, accession number 0001133228-21-003222. |
10(a)(1)(B) | Amended and Restated Plan of Distribution pursuant to Rule 12b-1 dated June 30, 2020 relating to Class C Shares –– previously filed as exhibit (m)(3) to post-effective amendment no. 235 filed on November 20, 2020, accession number 0001133228-20-007397. |
2 Prior to June 28, 2019, John Hancock Investment Management Distributors LLC was known as John Hancock Funds, LLC.
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, John Hancock Funds II, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and The Commonwealth of Massachusetts on the 17th day of December, 2021.
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.
Signature | Title | Date |
/s/ Andrew G. Arnott | President and Trustee | December 17, 2021 |
Andrew G. Arnott | ||
/s/ Charles A. Rizzo | Chief Financial Officer | December 17, 2021 |
Charles A. Rizzo | (Principal Financial Officer and Principal Accounting Officer) | |
/s/ Charles L. Bardelis * | Trustee | December 17, 2021 |
Charles L. Bardelis | ||
/s/ James R. Boyle * | Trustee | December 17, 2021 |
James R. Boyle | ||
/s/ Peter S. Burgess * | Trustee | December 17, 2021 |
Peter S. Burgess | ||
/s/ William H. Cunningham * | Trustee | December 17, 2021 |
William H. Cunningham | ||
/s/ Grace K. Fey * | Trustee | December 17, 2021 |
Grace K. Fey | ||
/s/ Marianne Harrison * | Trustee | December 17, 2021 |
Marianne Harrison | ||
/s/ Deborah C. Jackson * | Trustee | December 17, 2021 |
Deborah C. Jackson | ||
/s/ Hassell H. McClellan * | Trustee | December 17, 2021 |
Hassell H. McClellan | ||
/s/ Steven R. Pruchansky * | Trustee | December 17, 2021 |
Steven R. Pruchansky |
Signature | Title | Date |
/s/ Frances G. Rathke * | Trustee | December 17, 2021 |
Frances G. Rathke | ||
/s/ Gregory A. Russo * | Trustee | December 17, 2021 |
Gregory A. Russo | ||
*By: | Power of Attorney | ||
*By: | /s/ Harsha Pulluru | December 17, 2021 | |
Harsha Pulluru | |||
Attorney-in-Fact |
* Pursuant to Power of Attorney previously filed with the Trust’s Registration Statement on Form N-14 filed on August 2, 2021, accession number 0001133228-21-004172.
Exhibit Index
4 | Agreement and Plan of Reorganization dated December 10, 2021. |
12 | Opinion of K&L Gates LLP on tax matters. |
12(a) | Consent of K&L Gates LLP. |