John Hancock Funds III
As filed with the U.S. Securities and Exchange Commission on March 23, 2010
File No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 þ
Pre-Effective Amendment No. o
Post-Effective Amendment No. o
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
(Registrants Area Code and Telephone Number)
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David D. Barr
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With copies to: |
601 Congress Street
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Mark P. Goshko, Esq. |
Boston, Massachusetts 02110
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K&L Gates LLP |
(Name and Address of Agent for Service)
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One Lincoln Street |
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Boston, Massachusetts 02111 |
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT
(Approximate Date of Proposed Public Offering)
TITLE OF SECURITIES BEING REGISTERED:
Shares of beneficial interest of Registrant
Calculation of Registration Fee under the Securities Act of 1933: No filing fee is due because of
reliance on Section 24(f) of the Investment Company Act of 1940, which permits registration of an
indefinite number of securities.
It is proposed that this filing will become effective on April 27, 2010 pursuant to Rule 488 under
the Securities Act of 1933.
JOHN HANCOCK FUNDS III
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following papers and documents:
Cover Sheet
Contents of Registration Statement
Presidents Letter
Notice of Special Meeting to Shareholders
Part A Proxy Statement/Prospectus
Part B Statement of Additional Information
Part C Other Information
Signature Page
Exhibits
Dear Robeco Investment Fund Shareholder:
I am writing to ask for your support for an important opportunity involving your investment in
the Robeco Boston Partners Mid Cap Value Fund (the Robeco Fund).
Robeco Investment Management, Inc. (Robeco) has entered into an agreement with John Hancock
Investment Management Services, LLC (JHIMS) that proposes to reorganize the Robeco Fund into a
new mutual fund with substantially similar investment objectives, but offered and managed through
the John Hancock organization. The name of the new fund is the John Hancock Disciplined Value Mid
Cap Fund, which would be a newly organized series of John Hancock Funds III (the New Fund).
After the reorganization, or fund adoption as it is sometimes called, JHIMS would be the
investment adviser to the New Fund and Robeco would serve as the subadviser with responsibility
for day-to-day portfolio management, using the same investment strategy it currently uses for your
fund. JHIMS or its affiliates will assist in all other operations of the New Fund, including
the distribution of New Fund shares and provision of transfer agency and administrative services.
The New Funds investment strategies and principal risks are substantially similar to those of your
fund and are explained in detail in the enclosed proxy materials.
Robecos Motivation for Agreeing to the Fund Adoption
John Hancocks overall distribution strategy and capabilities extend to both institutional and
retail investors, with an especially strong emphasis and success through retail distribution
channels (such as individual investors and broker-dealers). Robeco expects that John Hancocks
robust retail distribution franchise will offer a better chance of introducing investors to the mid
cap value management capability of Robeco than if we continued on our current path with this fund.
In short, Robeco views the proposed adoption transaction as beneficial to Robeco, to John Hancock,
and, most importantly, to the shareholders of the Robeco Fund.
The Reorganization Offers You Potential Advantages
Here are the most important advantages we see:
You will become a shareholder in a newly created fund that will benefit from the experience of
John Hancock in the distribution of mutual funds through a broader range of channels than currently
available to your fund, with a greater potential to increase asset size and achieve important
long-term economies of scale. (John Hancock has adopted several other mutual funds and most have
grown considerably over their original size.)
In addition, assuming the New Fund realizes its potential for growth, certain administrative
costs will be spread across the New Funds larger asset base, which can increase its overall
efficiency.
Moreover, as a shareholder of the New Fund, you will have access to the additional investment
options and shareholder services offered by the John Hancock family of funds, while pursuing
the substantially similar investment goals with Robeco as the subadviser of the New Fund.
As explained in more detail later in these materials, holders of Investor Class shares of the
Robeco Fund will receive Class A shares of the New Fund in the reorganization and the holders of
Institutional Class shares of the Robeco Fund will receive Class I shares of the New Fund.
Shareholders who receive Class A shares of the New Fund may exchange those shares for Class ADV
shares of the New Fund or, if they meet certain eligibility criteria, Class I shares of the New
Fund for up to one year after the reorganization closes. JHIMS has agreed to limit the net annual
operating expenses of Class A shares of the New Fund to 1.25% for the first year after the closing
date, and of Class I shares and Class ADV shares of the New Fund to 1.00% and 1.25% respectively,
for two years after the closing date. That means that, for all shareholders, the maximum annual
expenses of the New Fund should be the same as those of your fund for at least one year
after the closing date. Shareholders who receive Class A shares of the New Fund and who wish to
hold shares with the same maximum annual expenses for an additional year after the closing date may
want to consider exchanging their Class A shares for Class ADV shares of the New Fund or, if
eligible, for Class I shares of the New Fund (which will have lower maximum annual expenses for two
years after the closing date). Shareholders will not incur any fees in connection with such
exchange.
The adoption should have no negative tax impact on shareholders.
What Will Not Change as a Result of the Proposed Transaction
Robeco will remain an independent investment adviser. Robeco will continue to be in the
mutual fund business with its own funds, the Robeco Investment Funds. (As of March 31, 2010, the
Robeco Investment Funds amount to nearly $[___] million in total assets.) None of the other
Robeco Investment Funds is affected by this transaction.
We Need Your Vote of Approval.
After careful consideration and for the reasons described in these materials, your funds
directors have unanimously approved the reorganization of the Robeco Fund into the New Fund, and
shareholder approval is required to complete the transaction. The enclosed proxy statement and
prospectus contains a further explanation and important details about the reorganization, which I
strongly encourage you to read before voting. Please note that if timely approved by the
shareholders, the reorganization is scheduled to take place at the close of business on or about
July 9, 2010.
Your Vote Matters!
You are being asked to approve these changes. No matter how large or small your fund
holdings, your vote is extremely important. After you review the proxy materials, please submit
your vote promptly to help us avoid the need for additional mailings. For your convenience, you
may vote in any one of three ways: via telephone by calling the number listed on your proxy card;
via mail by returning the enclosed proxy card; or via the Internet site listed on the proxy card.
Please have your proxy card available when calling to vote by telephone or when using the Internet
voting site.
I am confident that the proposed change will help Robeco better serve you and all of your
funds shareholders.
If you have questions, please call a proxy specialist at 1-(800) 622-1291 between 9:00 a.m.
and 10:00 p.m. Monday through Friday (Eastern Time). I thank you for your time and your prompt
vote on this matter.
Sincerely
[/s/
Salvatore
Faia]
Salvatore Faia
President and Chief Compliance Officer
The RBB Fund, Inc.
Robeco Boston Partners Mid Cap Value Fund
(the fund or your fund)
a series of The RBB Fund, Inc.
Bellevue Park Corporate Center
301 Bellevue Parkway
Wilmington, Delaware 19809
Notice of Special Meeting of Shareholders
Scheduled for [July 7], 2010
This is the formal agenda for the funds shareholder meeting. It describes what matters will be
voted on and the time and place of the meeting, in case you want to attend in person.
To the shareholders of the fund:
A shareholder meeting of the fund will be held at Bellevue Park Corporate Center, 301 Bellevue
Parkway, Wilmington, Delaware 19809, on Wednesday, [July 7], 2010, at 11:00 a.m., Eastern Time, to
consider the following:
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A proposal to approve an Agreement and Plan of Reorganization between your fund and John
Hancock Disciplined Value Mid Cap Fund (the Acquiring Fund). Under this agreement, your
fund would transfer all of its assets to the Acquiring Fund in exchange for corresponding
shares of the Acquiring Fund. These shares would be distributed, as described in the
accompanying proxy statement and prospectus, proportionately to you and the other shareholders
of your fund, in redemption of and exchange for the shares of your fund. The Acquiring Fund
would also assume your funds liabilities. Your funds board of directors recommends that you
vote FOR this proposal. |
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Any other business that may properly come before the meeting. |
Shareholders of record as of the close of business on April 8, 2010, are entitled to vote at the
meeting and any related adjournments and follow-up meetings.
Whether or not you expect to attend the meeting, please complete and return the enclosed proxy
card. If shareholders do not return their proxies in sufficient numbers, additional shareholder
solicitation may be required.
By order of the Board of Directors,
[/s/ Jennifer Rogers]
Jennifer Rogers
Secretary
Wilmington, Delaware
April 30, 2010
PROXY STATEMENT of
Robeco Boston Partners Mid Cap Value Fund
(the Acquired Fund)
a series of The RBB Fund, Inc. (the Company)
PROSPECTUS for
John Hancock Disciplined Value Mid Cap Fund
(the Acquiring Fund)
a series of John Hancock Funds III
(JHF III)
The address of the Acquired Fund is Bellevue Park Corporate Center, 301 Bellevue Parkway,
Wilmington, Delaware 19809, and the address of the Acquiring Fund is 601 Congress Street, Boston,
Massachusetts 02210. The Acquired Fund and the Acquiring Fund are together referred to as the
Funds.
* * * * * *
This proxy statement and prospectus contains the information shareholders should know before voting
on the proposed reorganization. Please read it carefully and retain it for future reference.
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Acquired Fund |
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Acquiring Fund |
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Shareholders Entitled to Vote |
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Proposal
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Robeco Boston Partners
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John Hancock
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Robeco Boston Partners Mid Cap |
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Mid Cap Value Fund
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Disciplined Value Mid
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Value Fund Shareholders |
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Cap Fund |
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How the Reorganization Will Work
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The Acquired Fund will transfer all of its assets to the Acquiring Fund. The
Acquiring Fund will assume the Acquired Funds liabilities. |
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The Acquiring Fund will be managed by the same portfolio managers as the
Acquired Fund, using the same investment strategies and portfolio management techniques. |
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The Acquiring Fund will issue Class A shares to the Acquired Fund in an amount
equal to the value of the Acquired Funds net assets attributable to its Investor Class
shares. These shares will be distributed to the Acquired Funds Investor Class
shareholders in proportion to their holdings on the reorganization date. |
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Shareholders who receive Class A shares may exchange those shares for Class
ADV shares or, if they meet applicable eligibility criteria, Class I shares of the
Acquiring Fund for up to one year after the Reorganization closes. Please see Exchanging
Shares under the heading Description of the Proposal for why that exchange may benefit
you. |
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The Acquiring Fund will issue Class I shares to the Acquired Fund in an amount
equal to the value of the Acquired Funds net assets attributable to its Institutional
Class shares. These shares will be distributed to the Acquired Funds Institutional Class
shareholders in proportion to their holdings on the reorganization date. |
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The Acquired Fund will be terminated, shareholders of the Acquired Fund will
become shareholders of the Acquiring Fund, and this transaction will be a tax-free event
for you. |
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For federal income tax purposes, the reorganization is intended not to result
in income, gain or loss being recognized by the Acquired Fund, the Acquiring Fund or the
shareholders of the Acquired Fund. |
Rationale for the Reorganization
The reorganization is intended to consolidate the Acquired Fund with a newly organized similar mid
cap equity fund advised by the Acquiring Funds adviser, John Hancock Investment Management
Services, LLC (JHIMS), and subadvised by the Acquired Funds current adviser, Robeco Investment
Management,
Inc. (Robeco). Like the Acquired Fund, the Acquiring Fund seeks to provide long-term growth of
capital. Current income is a secondary objective.
Immediately following the reorganization of the Acquired Fund into the Acquiring Fund as a result
of a contractual waiver of expenses by JHIMS, the net annual operating expenses of Class A and
Class I shares of the Acquiring Fund are expected to be no higher than the current operating
expenses of the corresponding classes of the Acquired Fund. In addition, the Acquiring Fund may
realize lower long-term expenses resulting from greater economies of scale as the Acquiring Funds
assets grow.
Management of the Acquired Fund believes that the Acquiring Fund will be in a better position to
grow assets than the Acquired Fund would be as currently constituted. The Acquiring Fund would
benefit from the experience of the John Hancock fund complex in the distribution of mutual funds
through a broader range of distribution channels and additional share classes than currently
available to the Acquired Fund. The Acquiring Fund may be better positioned in the market to
increase asset size and achieve additional economies of scale, which may enable the Acquiring Fund
to benefit from the ability to achieve better net prices on securities trades and spread fixed
expenses in a manner that may contribute to achieving a lower expense ratio in the long-term than
the Acquired Fund would be expected to achieve as currently constituted.
Shares of the Acquiring Fund are not deposits or obligations of, or guaranteed or endorsed by, any
bank or other depository institution. These shares are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
Shares of the Acquiring Fund have not been approved or disapproved by the Securities and Exchange
Commission (SEC). The SEC has not passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
Where to Get More Information
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§ The prospectus of the
Acquiring Fund dated [April 26],
2010 |
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This prospectus, which is included
in the same envelope as this proxy
statement and prospectus, is
incorporated by reference into (and
therefore legally part of) this
proxy statement and prospectus. |
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§ The prospectus of the
Acquired Fund dated December 31,
2009, as supplemented March 11, 2010
§ The annual report of the
Acquired Fund dated August 31, 2009
§ The statement of additional
information (SAI) dated [April
30], 2010, that relates to this
proxy statement and prospectus and
the reorganization, and contains
additional information about the
Acquired Fund and the
Acquiring Fund
§ The SAI of the Acquired Fund
dated December 31, 2009
§ The SAI of the Acquiring
Fund dated [April 26], 2010
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These documents and additional
information about the Funds are on
file with the SEC.
Acquired Fund documents and
additional information about that
Fund are available at no charge by
writing to that Fund or by calling,
toll-free: 1888-261-4073, Monday
through Friday, from 8:00 a.m. to
6:00 p.m. (Eastern Time).
Acquiring Fund documents and
additional information about that
Fund are available at no charge by
writing to that Fund or by calling,
toll-free: 1-800-225-5291.
These documents are incorporated by
reference into (and therefore
legally part of) this proxy
statement and prospectus. |
To ask questions about this proxy statement and prospectus, call our toll-free
telephone number: 1-(800) 622-1291.
The date of this proxy statement and prospectus is April 30, 2010.
ii
TABLE OF CONTENTS
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INTRODUCTION
This proxy statement and prospectus is being used by the Board of Directors of the Company to
solicit proxies to be voted at a special meeting of the Acquired Funds shareholders. This meeting
will be held at Bellevue Park Corporate Center, 301 Bellevue Parkway, Wilmington, Delaware 19809,
on [July 7], 2010, at 11:00 a.m., Eastern Time. The purpose of the meeting is to consider the
proposal to approve the Agreement and Plan of Reorganization (the Agreement) providing for the
reorganization of the Acquired Fund into the Acquiring Fund (the Reorganization). This proxy
statement and prospectus is being mailed to the Acquired Funds shareholders on or about [April
30], 2010.
The proxy statement and prospectus includes information that is specific to this proposal,
including summary comparisons. You should read the entire proxy statement and prospectus
carefully, including Exhibit A and the enclosed prospectus of the Acquiring Fund, and the Acquired
Funds annual report, because they contain details that are not in the summary.
Who is Eligible to Vote?
Shareholders of record on April 8, 2010, are entitled to attend and vote at the meeting or any
adjourned meeting. Each share is entitled to one vote. Shares represented by properly executed
proxies, unless revoked before or at the meeting, will be voted according to shareholders
instructions. If you sign a proxy but do not fill in a vote, your shares will be voted to approve
the Agreement. If any other business comes before the meeting, your shares will be voted at the
discretion of the persons named as proxies.
DESCRIPTION OF THE PROPOSAL
Approval of Agreement and Plan of Reorganization Between
the Acquired Fund and the Acquiring Fund
A proposal to approve an Agreement and Plan of Reorganization between the Acquired Fund and the
Acquiring Fund. Under this Agreement, the Acquired Fund would transfer all of its assets to the
Acquiring Fund in exchange for corresponding shares of the Acquiring Fund. These shares would be
distributed proportionately to the shareholders of the Acquired Fund. The Acquiring Fund would
also assume the Acquired Funds liabilities. The Board of Directors of the Company recommends that
shareholders vote FOR this proposal.
SUMMARY COMPARISONS OF THE FUNDS
Comparison of Funds Organization, Investment Objectives, Strategies and Policies
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Acquired Fund |
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Acquiring Fund |
Business
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The Fund is a diversified
series of the Company, an
open-end investment
management company organized
as a Maryland corporation.
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The Fund is a
diversified series
of JHF III, an
open-end investment
management company
organized as a
Massachusetts
business trust. |
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Net assets as of
March 31, 2010
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Approximately $[___] million
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None |
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Investment adviser
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Robeco Investment Management,
Inc. (Robeco)
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John Hancock Investment Management
Services, LLC (JHIMS) |
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Acquired Fund |
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Acquiring Fund |
Subadviser
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None
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Robeco |
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Portfolio managers
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Steven L. Pollack is a member
of Robecos Equity Strategy
Committee, with Robeco since
2000, managing the Acquired
Fund since 2000.
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Joseph F. Feeney is
the Co-Chief
Executive Officer
and Chief
Investment Officer
of Robeco, with
Robeco since 1995,
managing the
Acquired Fund since
2010. |
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Steven L. Pollack
is a member of
Robecos Equity
Strategy Committee,
with Robeco since
2000, managing the
Acquired Fund since
2000. |
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Investment objective
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The Fund seeks to provide
long-term growth of capital
primarily through investment
in equity securities.
Current income is a secondary
objective.
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To seek long-term
growth of capital
with current income
as a secondary
objective.
The Board of
Trustees has the
power to change the
Acquiring Funds
investment
objective without
shareholder
approval. |
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Principal investments |
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Each Fund pursues its objective by investing, under
normal circumstances, at least 80% of its net assets
(including borrowings for investment purposes) in a
diversified portfolio consisting primarily of equity
securities, such as common stocks, of issuers with
medium market capitalizations and identified by Robeco
as having value characteristics. |
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A medium market capitalization issuer generally is
considered to be one whose market capitalization is, at
the time the Fund makes the investment, similar to the
market capitalization of companies in the Russell
Midcap® Value Index, which is comprised of those
companies in the Russell Midcap® Index with lower price
to book ratios and lower forecasted growth values and
with a market capitalization range, as of March 31,
2010, between $[____] billion and $[____] billion. |
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Each Fund will notify shareholders in writing 60 days
in advance of any change to its 80% policy. |
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Investment strategies |
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Robeco examines various factors in determining the
value characteristics of such issuers including price
to book value ratios and price to earnings ratios.
These value characteristics are examined in the context
of the issuers operating and financial fundamentals,
such as return on equity and earnings growth and cash
flow. Robeco selects securities for each Fund based on
a continuous study of trends in industries and
companies, earnings power and growth and other
investment criteria. |
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Each Fund may participate as a purchaser in initial
public offerings of securities (IPO). An IPO is a
companys first offering of stock to the public. |
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Foreign securities |
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Each Fund may also invest up to 20% of its total assets
in foreign currency-denominated securities. |
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Diversification/
concentration |
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In general, each Funds investments are broadly
diversified over a number of industries and, as a
matter of policy, each Fund is limited to investing a
maximum of 25% of its total assets in any one industry. |
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Acquired Fund |
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Acquiring Fund |
Illiquid investments |
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Each Fund may invest up to 15% of its net assets in
illiquid securities, including securities that are
illiquid by virtue of the absence of a readily
available market or legal or contractual restrictions
on resale. |
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Temporary investments |
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While Robeco intends to fully invest each Funds assets
at all times in accordance with the above-mentioned
policies, each Fund reserves the right to hold up to
100% of its assets, as a temporary defensive measure,
in cash and eligible U.S. dollar-denominated money
market instruments. Robeco will determine when market
conditions warrant temporary defensive measures. |
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Active trading |
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If a Fund frequently trades its portfolio securities,
the Fund will incur higher brokerage commissions and
transaction costs, which could lower the Funds
performance. In addition to lower performance, high
portfolio turnover could result in taxable capital
gains. Neither Fund is expected to have an annual
portfolio turnover rate higher than 150%; however, it
may be higher if Robeco believes it will improve a
Funds performance. |
As the above table indicates, both Funds have substantially similar investment objectives. While
both Funds seek to provide long-term growth of capital with current income as a secondary
objective, the Acquired Funds stated investment objective includes additional qualifying language
(primarily through investment in equity securities). Although stated differently, the Funds
investment objectives are substantially similar. In addition, the qualifying language in the
statement of the Acquired Funds investment objective is consistent with both Funds investment
policies. Each Fund will normally invest at least 80% of its net assets in equity securities of
issuers with medium market capitalizations and identified as having value characteristics. Mr.
Feeney will serve as a co-portfolio manager of the Acquiring Fund so he can more actively assist in
the management of the Acquiring Fund.
Comparison of Funds Classes of Shares
The following table details the differences between the expense structures of the Acquired Funds
Investor and Institutional Class shares, and the Acquiring Funds Class A and Class I shares,
respectively.
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Acquired Fund Investor Class Shares |
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Acquiring Fund Class A Shares |
§ Investor Class shares are
offered without front-end sales loads
or contingent deferred sales charges
(CDSCs).
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§ Acquiring Fund Class A
shareholders who acquire their
shares through the Reorganization
may continue to purchase
additional Class A shares without
paying any front-end sales
charges. |
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§ After the closing date of
the Reorganization (the Closing
Date), new investors are offered
Class A shares with front-end
sales charges ranging from 2.00%
to 5.00% of the Acquiring Funds
offering price, depending on the
amount invested. |
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§ Investor Class shares are
subject to distribution and service
(12b-1) fees equal to the annual rate
of 0.25% of average daily net assets of
Investor Class shares.
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§ Class A shares are
subject to distribution and
service (12b-1) fees equal to
the annual rate of 0.25% of
average daily net assets of Class
A shares. After one year
following the Closing Date, the
Rule 12b-1 fee may increase to
0.30% with Board approval. |
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§ After the Closing Date,
for new investors, there is no
front-end sales charge for
investments of $1 million or
more, but there is a CDSC ranging
from 0.25% to 1.00% on Class A
shares upon which a commission or
finders fee was paid that are
sold within one year of purchase. |
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Acquired Fund Investor Class Shares |
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Acquiring Fund Class A Shares |
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§ After the Closing Date, a
new investor can combine multiple
purchases of Class A shares of
John Hancock funds to take
advantage of breakpoints in the
sales charge schedule. |
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§ Class A shares may be
offered without front-end sales
charges or CDSCs to various
individuals and institutions,
including those listed in the
Acquiring Funds prospectus. |
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Acquired Fund Institutional Shares |
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Acquiring Fund Class I Shares |
§ Institutional Class shares are
offered without front-end sales loads
or CDSCs.
|
|
§ Class I shares are
offered without front-end sales
loads or CDSCs. |
|
|
|
§ Institutional Class shares are
not subject to any distribution and
service (12b-1) fees.
|
|
§ Class I shares are not
subject to any distribution and
service (12b-1) fees. |
Comparison of Maryland Corporations and Massachusetts Business Trusts
The Company, of which the Acquired Fund is a series, is organized as a Maryland corporation, while
JHF III, of which the Acquiring Fund is a series, is organized as a Massachusetts business trust.
While there are differences between the two forms of organization, the differences relate to the
corporate structure of the Funds and do not affect the Funds investment operations. To the extent
that the two states differ in their treatment of shareholder and board liability, these differences
are generally addressed in a Funds organizational documents and/or its agreements. The following
table summarizes the key differences between these two organizational systems.
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Issue |
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Maryland Corporation |
|
Massachusetts Business Trust |
Shareholder liability
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Limited by statute.
|
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Remote possibility of
shareholder liability that
must be disclosed in the
funds SAI. Limited by the
funds declaration of trust
(the Declaration) and
contractual provisions. |
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Director/Trustee liability |
|
As permitted under laws of either state, director/trustee liability is
limited by the organizational document and/or contractual provisions. |
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|
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Annual shareholder meetings |
|
Neither state has a statutory requirement to hold annual shareholder
meetings, except that Maryland requires an annual meeting when an election of
directors is required. |
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Shareholder approval of certain
actions1
|
|
Required for:
Mergers or consolidations;
Changing domicile;
Amending articles of incorporation;
Dissolving the
corporation.
|
|
No statutory requirement,
only if required by the
Declaration (including
actions to amend the
Declaration). The JHF III
Declaration provides that
shareholders have the power
to vote for certain
actions, such as amending
the Declaration, electing
trustees, and as required
under the 1940 Act or as
deemed necessary by the
Trustees. |
4
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|
|
Issue |
|
Maryland Corporation |
|
Massachusetts Business Trust |
Number of authorized shares
|
|
Articles of incorporation must provide for
a definite number of shares to be issued,
which may be amended by the board without
shareholder approval.
|
|
Unlimited. |
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|
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Treatment of multiple classes/series
|
|
Statute specifically recognizes separation
of classes. Board authorized by statute to
classify or reclassify un-issued stock.
|
|
Subject to provisions in
declaration of trust. The
JHF III Declaration
specifically provides for
multiple series and
classes. |
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Development of controlling law2
|
|
Corporate law is well-developed, providing
clear guidelines as to the rights and
obligations of funds organized as Maryland
corporations.
|
|
Law is not well developed
and subject to much
interpretation.
Massachusetts corporation
law is often used by
analogy. |
|
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|
State income taxation
|
|
With some exceptions, same treatment as
under federal tax laws, i.e., none if the
fund meets certain requirements.
|
|
None. |
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|
|
Franchise taxes
|
|
None.
|
|
None. |
1 |
|
Please note that the Investment Company Act of 1940 Act, as amended (the 1940 Act),
requires shareholder approval of certain actions regardless of a funds state of organization.
For example, Rule 17a-8 under the 1940 Act generally requires shareholder approval of mergers
between affiliated funds. |
|
2 |
|
Please note that the Funds must comply with the 1940 Act and other federal securities laws.
As a result, many disputes that arise in the course of a Funds operations are addressed under
federal, rather than state, law. |
Comparison of Buying, Selling and Exchanging Shares
|
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|
Acquired Fund |
|
Acquiring Fund |
|
Buying shares
|
|
Investors may buy
shares at their
public offering price
through a financial
representative or the
Funds transfer
agent, PNC Global
Investment Servicing
Inc. (PNC Global).
|
|
Investors may buy
shares at their
public offering price
through a financial
representative or the
Funds transfer
agent, John Hancock
Signature Services,
Inc. (Signature
Services). |
|
|
|
|
|
Minimum initial investment
|
|
Investor Class shares.
The minimum
initial investment in
the Fund is $2,500.
Additional
investments of at
least $100 may be
made at any time.
The minimum
investment
requirements may
occasionally be
waived or lowered by
the Fund. Investments
also may be made
through an Automatic
Investment Plan ($100
minimum). The Fund
reserves the right to
redeem a
shareholders account
at any time the value
of the account falls
below $500 as a
result of a
redemption or
exchange request.
Shareholders will be
notified in writing
and will be allowed
30 days to make
additional
investments.
|
|
Class A shares. The
minimum initial
investment in the
Fund is $2,500,
except as follows:
$2,000 for Coverdell
ESAs, and $250 for
group investments.
Investments also may
be made on a Monthly
Automatic
Accumulation Plan,
which requires $25 to
open an account
followed by a monthly
minimum of $25
thereafter.
If an investors
account falls below
$2,500, the investor
may be asked to
purchase more shares
of the Fund within 30
days. If the
investor takes no
action, the account
may be closed and
proceeds mailed to
the investor.
Alternatively, the
Fund may charge the
investor $20 a year
to maintain its
account. The
investor will not be
charged a CDSC if the
account is closed for
this reason. |
5
|
|
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|
|
|
|
Acquired Fund |
|
Acquiring Fund |
|
|
|
Institutional Class
shares. The minimum
initial investment in
the Fund is $100,000.
Additional
investments of at
least $5,000 may be
made at any time.
The minimum
investment
requirements may
occasionally be
waived or lowered by
the Fund.
|
|
Class I shares. The
minimum initial
investment is
$250,000. The
minimum initial
investment
requirement may be
waived, in the Funds
sole discretion, for
certain investors. |
|
|
|
|
|
Exchanging Shares |
|
Shareholders may exchange their shares of one
fund offered in the fund family for shares of the
same class of any other, generally without paying
any additional sales charges. The registration
for both accounts involved must be identical. |
|
|
|
|
|
Selling shares |
|
Shareholders may sell their shares by submitting
a proper written, telephone or Internet request
to the transfer agent. In certain circumstances,
the request must be in writing. |
|
|
|
|
|
Net asset value |
|
All purchases, exchanges and sales are made at a
price based on the next net asset value per share
(NAV) of a class of a Fund to be calculated
after the transfer agent receives your request in
good order. Both Funds NAVs are determined at
the close of regular trading on the New York
Stock Exchange, which is normally 4:00 p.m.
Eastern Time. When closing market prices or
market quotations are not readily available or
are considered by the adviser to be unreliable, a
Fund may use a securitys fair value. Fair value
is the valuation of a security determined on the
basis of factors other than market value in
accordance with pre-approved procedures under the
ultimate supervision of the Funds board of
directors or trustees. |
Comparison of Expenses
Shareholders of both Funds pay various expenses, either directly or indirectly. Transaction
expenses are charged directly to your account. Operating expenses are paid from a Funds assets
and, therefore, are paid by shareholders indirectly. Future expenses for all share classes may be
greater or less than those shown in the following tables.
As the tables below indicate, the hypothetical pro forma net annual operating expenses of each
class of the Acquiring Fund after the Reorganization are expected to be the same as the expenses of
the corresponding share class of the Acquired Fund. In addition, the total annual operating
expenses of each class of shares of the Acquiring Fund are lower than those of the corresponding
share class of the Acquired Fund, before taking into account contractual expense limitations.
At an annual rate of 0.80% of average daily net assets, the maximum management fee for the
Acquiring Fund for the first $500 million in assets is the same as the management fee for the
Acquired Fund at all asset levels. Moreover, since the management fee rate for the Acquiring Fund
begins to decrease when the Fund exceeds $500 million in average daily net assets, the Acquiring
Funds management fees are lower than those of the Acquired Fund at asset levels above $500
million.
The annual net operating expenses of Investor Class and Institutional Class shares of the Acquired
Fund, and the corresponding Class A and Class I shares of the Acquiring Fund, will be the same for
the first year after the Closing Date due to contractual expense limitations put in place by JHIMS.
The contractual expense limitation will continue for Class I shares of the Acquiring Fund for a
second year after the Closing Date.
The Funds Expenses
The following expense tables briefly describe the fees and the expenses that holders of the
Investor and Institutional Classes of shares of the Acquired Fund, and the corresponding Class A
and Class I shares of the Acquiring Fund, may pay if they buy and hold shares of each respective
Fund, and are based on expenses paid by these classes of the Acquired Fund for the twelve-month
period ended August 31, 2009 (the end of the Acquired Funds most recent fiscal year) and estimated
expenses of the Acquiring Fund for the same period.
6
The tables also show the pro forma expenses of the Acquiring
Fund assuming the Reorganization with the Acquired Fund had occurred on September 1, 2008. The
Acquiring Funds actual expenses after the Reorganization may be greater or less than those shown.
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|
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|
|
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|
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|
Acquiring Fund |
|
|
|
|
|
|
|
|
|
|
(Pro Forma, Assuming |
|
|
|
|
|
|
Acquiring |
|
Reorganization with |
|
|
Acquired Fund |
|
Fund |
|
Acquired Fund) |
|
|
Investor Class |
|
Class A |
|
Class A |
|
Shareholder transaction expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Maximum front-end sales charge
(load) on purchases as a % of
purchase price |
|
None |
|
|
5.00 |
%(1) |
|
|
5.00 |
%(1) |
|
Maximum deferred sales charge (load)
as a % of purchase or sale price,
whichever is less |
|
None |
|
None |
|
None(2) |
|
Annual Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Management fee |
|
|
0.80 |
% |
|
|
0.80 |
% |
|
|
0.80 |
% |
|
Distribution and service (12b-1) fees |
|
|
0.25 |
% |
|
|
0.25 |
%(3) |
|
|
0.25 |
%(3) |
Other expenses |
|
|
0.89 |
% |
|
|
0.66 |
% |
|
|
0.66 |
% |
|
Total fund operating expenses |
|
|
1.94 |
% |
|
|
1.71 |
% |
|
|
1.71 |
% |
Contractual expense reimbursement |
|
|
-0.69 |
% |
|
|
-0.46 |
% |
|
|
-0.46 |
% |
|
Net annual operating expenses |
|
|
1.25 |
%(4) |
|
|
1.25 |
%(5) |
|
|
1.25 |
%(5) |
|
|
|
(1) |
|
Not applicable for shareholders who acquire their shares through the Reorganization. |
|
(2) |
|
After the Closing Date, for new investors, a CDSC ranging from 1.00% to 0.25%
applies with respect to certain purchases of Class A shares of $1 million or more upon which a
commission or finders fee was paid and that are sold within one (1) year after purchase. |
|
(3) |
|
After one year following the Closing Date, upon Board approval, the Class A Rule
12b-1 fee may be increased to a maximum of 0.30%. |
|
(4) |
|
Robeco has agreed to limit the Net annual operating expenses of the Acquired
Funds Investor Class shares to 1.25% through December 31, 2011. |
|
(5) |
|
For the first year after the Closing Date, JHIMS has agreed to limit the Net annual
operating expenses of the Acquiring Funds Class A shares to 1.25%. |
|
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|
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|
|
|
|
|
|
|
Acquiring Fund |
|
|
|
|
|
|
|
|
|
|
(Pro Forma, Assuming |
|
|
Acquired Fund |
|
Acquiring |
|
Reorganization with |
|
|
Institutional |
|
Fund |
|
Acquired Fund) |
|
|
Class |
|
Class I |
|
Class I |
|
Annual Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Management fee |
|
|
0.80 |
% |
|
|
0.80 |
% |
|
|
0.80 |
% |
|
Distribution and service (12b-1) fees |
|
None |
|
None |
|
None |
Other expenses |
|
|
0.89 |
% |
|
|
0.46 |
% |
|
|
0.46 |
% |
|
Total fund operating expenses |
|
|
1.69 |
% |
|
|
1.26 |
% |
|
|
1.26 |
% |
Contractual expense reimbursement |
|
|
-0.69 |
% |
|
|
-0.26 |
% |
|
|
-0.26 |
% |
|
Net annual operating expenses |
|
|
1.00 |
%(1) |
|
|
1.00 |
%(2) |
|
|
1.00 |
%(2) |
|
|
|
(1) |
|
Robeco has agreed to limit the Net annual operating expenses of the
Acquired Funds Institutional Class shares to 1.00% through December 31, 2011. |
|
(2) |
|
For the first two years after the Closing Date, JHIMS has agreed to limit the Net
annual operating expenses of the Acquiring Funds Class I shares to 1.00%. |
7
Examples
The hypothetical examples below show what your expenses would be if you invested $10,000 over
different time periods in the Acquired Fund and the Acquiring Fund, based on fees and expenses
incurred by the Acquired Fund during the 12-month period ended August 31, 2009. Pro forma expenses
of the Acquiring Fund assuming the Reorganization with the Acquired Fund had occurred on September
1, 2008 are also included. Each example assumes that you reinvested all distributions and that the
average annual return was 5%. The pro forma examples are for comparison purposes only and are not
a representation of the Acquired Funds or Acquiring Funds actual expenses or returns, either past
or future.
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquiring Fund |
|
|
|
|
|
|
|
|
|
|
(Pro Forma) |
|
|
|
|
|
|
|
|
|
|
(Assuming |
|
|
|
|
|
|
|
|
|
|
Reorganization |
|
|
|
|
|
|
|
|
|
|
with Acquired |
|
|
Acquired Fund |
|
Acquiring Fund |
|
Fund) |
|
|
Investor Class |
|
Class A |
|
Class A |
|
Year 1 |
|
$ |
127 |
|
|
$ |
621 |
|
|
$ |
621 |
|
Year 3 |
|
$ |
471 |
|
|
$ |
969 |
|
|
$ |
969 |
|
Year 5 |
|
$ |
915 |
|
|
$ |
1,341 |
|
|
$ |
1,341 |
|
Year 10 |
|
$ |
2,149 |
|
|
$ |
2,382 |
|
|
$ |
2,382 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional Class |
|
Class I |
|
Class I |
|
Year 1 |
|
$ |
102 |
|
|
$ |
102 |
|
|
$ |
102 |
|
Year 3 |
|
$ |
394 |
|
|
$ |
346 |
|
|
$ |
346 |
|
Year 5 |
|
$ |
784 |
|
|
$ |
639 |
|
|
$ |
639 |
|
Year 10 |
|
$ |
1,879 |
|
|
$ |
1,472 |
|
|
$ |
1,472 |
|
Portfolio Turnover
Each fund pays transaction costs, such as commissions, when it buys and sells securities (or turns
over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and
may result in higher taxes when fund shares are held in a taxable account. These costs, which are
not reflected in annual fund operating expenses or in the example, affect each funds performance.
During the most recent fiscal year, the Acquired Funds portfolio turnover rate was 58% of the
average value of its portfolio. As the Acquiring Fund has not yet commenced operations, it has no
portfolio turnover information to report.
Exchanging Shares
As described above, shareholders of either Fund may exchange their shares for shares of the same
class of another fund offered by the respective fund complex.
In connection with the Reorganization, however, there is an additional exchange privilege:
1. |
|
Investor Class shareholders who receive Class A shares of the Acquiring Fund in the
Reorganization may exchange those Class A shares (and any Class A shares represented by
dividends paid thereon) for Class ADV shares or, subject to meeting eligibility criteria,
Class I shares of the Acquiring Fund for one year after the Closing Date. Class ADV shares
and Class I shares of the Acquiring Fund are offered and redeemed at NAV (i.e., without the
imposition of any sales loads or CDSCs). Class ADV shares are subject to a 0.25% Rule 12b-1
distribution fee. Acquiring Fund Class ADV shares will have the same expense ratio as your
Acquired Funds Investor Class shares (after waivers and reimbursements), 1.25%, for at least
two years after the Closing Date. Shareholders who receive Class A shares of the Acquiring
Fund and who wish to hold shares with the same maximum annual expense ratio as the Acquired
Funds Investor Class shares (after waivers and reimbursements) for an additional year after
the Closing Date may want to consider exchanging their Class A shares for Class ADV shares of
the Acquiring Fund, or if eligible, for Class I shares of the Acquiring Fund (which will have a lower maximum annual
expense ratio for two years following the Closing Date). |
8
For information regarding exchanging shares of the Acquiring Fund, contact Signature Services at
1-800-225-5291.
The following expense table provides a comparison of the fees and expenses that holders of Class A
and Class ADV shares of the Acquiring Fund may pay if they buy and hold shares of each respective
class and are based on estimated expenses of the Acquiring Fund for these share classes
for the twelve-month period ended August 31, 2009 (the end of the Acquired Funds most recent fiscal year). The actual expenses of any class of the Acquiring Funds shares after the
Reorganization may be greater or less than those shown.
|
|
|
|
|
|
|
|
|
|
|
Acquiring Fund |
|
Acquiring Fund |
|
|
Class A |
|
Class ADV |
Shareholder transaction expenses |
|
|
|
|
|
|
|
|
Maximum front-end sales charge
(load) on purchases as a % of
purchase price |
|
|
5.00 |
%(1) |
|
None |
|
Maximum deferred sales charge (load)
as a % of purchase or sale price,
whichever is less |
|
None(2) |
|
None |
|
Annual Operating Expenses |
|
|
|
|
|
|
|
|
Management fee |
|
|
0.80 |
% |
|
|
0.80 |
% |
|
Distribution and service (12b-1) fees |
|
|
0.25 |
%(3) |
|
|
0.25 |
% |
Other expenses |
|
|
0.66 |
% |
|
|
0.66 |
% |
|
Total fund operating expenses |
|
|
1.71 |
% |
|
|
1.71 |
% |
Contractual expense reimbursement |
|
|
-0.46 |
% |
|
|
-0.46 |
% |
|
Net annual operating expenses |
|
|
1.25 |
%(4) |
|
|
1.25 |
%(5) |
|
|
|
(1) |
|
Not applicable for shareholders who acquire their shares through the Reorganization. |
|
(2) |
|
After the Closing Date, for new investors a CDSC ranging from 1.00% to 0.25% applies
with respect to certain purchases of Class A shares of $1 million or more upon which a
commission or finders fee was paid and that are sold within one (1) year after purchase. |
|
(3) |
|
After one year following the Closing Date, upon Board approval, the Class A Rule
12b-1 fee may be increased to a maximum of 0.30%. |
|
(4) |
|
For the first year after the Closing Date, JHIMS has agreed to limit the Net annual
operating expenses of the Acquiring Funds Class A shares to 1.25%. |
|
(5) |
|
For the first two years after the Closing Date, JHIMS has agreed to limit
the Net annual operating expenses of the Acquiring Funds Class ADV shares to 1.25%. |
Comparison of Advisory and Distribution Arrangements
The Acquired Funds and the Acquiring Funds advisory, expense limitation and distribution
arrangements differ as set forth below.
Management Fees
The Acquired Fund currently pays Robeco annual advisory management fees equal to 0.80% of the
Acquired Funds average daily net assets. The advisory fee breakpoints for the Acquiring Fund are:
|
|
|
|
|
|
|
|
|
First $500 million |
|
Next $500 million |
|
Next $500 million |
|
Next $1 billion |
|
Over $2.5 billion |
of Net Assets |
|
of Net Assets |
|
of Net Assets |
|
of Net Assets |
|
of Net Assets |
0.800%
|
|
0.775%
|
|
0.750%
|
|
0.725%
|
|
0.700% |
JHIMS will pay subadvisory fees to Robeco from its own assets and not from the Acquiring
Funds assets.
9
Expense Limitation Arrangements
Robeco has agreed to limit the expenses of Investor Class shares and Institutional Class shares to
1.25% and 1.00%, respectively, of the average daily net assets of the relevant class of shares
through December 31, 2011.
JHIMS has agreed to limit the Net annual operating expenses of Class A shares of the Acquiring
Fund to 1.25% for the first year after the Closing Date, and to limit such expenses for Class I and
Class ADV shares of the Acquiring Fund to 1.00% and 1.25%, respectively, for the first two years
after the Closing Date.
Distribution Arrangements
The
Companys Board of Directors and shareholders have approved a Distribution Plan for
Investor Class shares and adopted the plan in accordance with Rule 12b-1 under the 1940 Act. The
Distribution Plan for Investor Class shares provides that the Acquired Fund may pay a fee to PFPC
Distributors, Inc., the Funds distributor, at an annual rate of up to 0.25% of the average daily
net assets of the Fund.
JHF
IIIs Board of Trustees and shareholders have approved Distribution Plans for JHF
IIIs various classes and adopted the plans in accordance with Rule 12b-1 under the 1940 Act. The
Distribution Plan for Class A shares provides that the Acquiring Fund may pay a fee to John Hancock
Funds, LLC, the Acquiring Funds distributor (the Distributor), at an annual rate of up to 0.30%
of the average daily net assets of the Funds Class A shares; however, the Board of Trustees of JHF
III has agreed to limit the Rule 12b-1 fees for Class A shares of the Acquiring Fund to 0.25% for
the first year after the Closing Date. The Board of Trustees will annually review the 0.25% fee
Class A and, following the first year after the Closing Date, the fee may be increased to 0.30%
with Board approval. The Distribution Plan for Class ADV shares provides that the Acquiring Fund
may pay a fee to the Distributor at an annual rate of up to 0.25% of the average daily net assets
of the Funds Class ADV shares.
Fund Performance
Past performance records of the Acquired Fund through December 31, 2009 including: (1) calendar
year total returns (without sales charges); and (2) average annual total returns (including
imposition of sales charges), are set forth under Fund Past Performance on page 14 of this proxy
statement and prospectus.
Comparison of Investment Risks
The Funds are exposed to various risks that could cause shareholders to lose money on their
investments in the Funds. The following summarizes the principal risks affecting each Fund. The
investment risks are identical for each Fund.
Active management risk
Each Fund is subject to management risk because it relies on Robecos ability to pursue its objective.
Robeco will apply investment techniques and risk analyses in making investment decisions for each
Fund, but there can be no guarantee that these will produce the desired results. A Fund generally
does not attempt to time the market and instead generally stays fully invested in the relevant
asset class, such as domestic equities or foreign equities. Notwithstanding its benchmark, a Fund
may buy securities not included in its benchmark or hold securities in very different proportions
than its benchmark. To the extent a Fund invests in those securities, its performance depends on
the ability of Robeco to choose securities that perform better than securities that are included in
the benchmark.
Equity securities risk
Common and preferred stocks represent equity ownership in a company. Stock markets are volatile.
The price of equity securities will fluctuate and can decline and reduce the value of a Fund
investing in equities. The price of equity securities fluctuates based on changes in a companys
financial condition and overall market and economic conditions. The value of equity securities
purchased by a Fund could decline if the
10
financial condition of the companies the Fund is invested in decline or if overall market and
economic conditions deteriorate.
Each Fund may maintain substantial exposure to equities and generally does not attempt to time the
market. Because of this exposure, the possibility that stock market prices in general will decline
over short or extended periods subject a Fund to unpredictable declines in the value of its
investments, as well as periods of poor performance.
Value investing risk. Certain equity securities (generally referred to as value securities) are
purchased primarily because they are selling at prices below what Robeco believes to be their
fundamental value and not necessarily because the issuing companies are expected to experience
significant earnings growth. The Funds bear the risk that the companies that issued these
securities may not overcome the adverse business developments or other factors causing their
securities to be perceived by Robeco to be under-priced or that the market may never come to
recognize their fundamental value. A value stock may not increase in price, as anticipated by
Robeco, if other investors fail to recognize the companys value and bid up the price or invest in
markets favoring faster growing companies. Each Funds strategy of investing in value stocks also
carries the risk that in certain markets value stocks will under perform growth stocks.
Foreign securities risk
Funds that invest in securities traded principally in securities markets outside the United States
are subject to additional and more varied risks, as the value of foreign securities may change more
rapidly and extremely than the value of U.S. securities. The securities markets of many foreign
countries are relatively small, with a limited number of companies representing a small number of
industries. Additionally, issuers of foreign securities may not be subject to the same degree of
regulation as U.S. issuers. Reporting, accounting and auditing standards of foreign countries
differ, in some cases significantly, from U.S. standards. There are generally higher commission
rates on foreign portfolio transactions, transfer taxes, higher custodial costs and the possibility
that foreign taxes will be charged on dividends and interest payable on foreign securities. In the
event of nationalization, expropriation or other confiscation, a Fund could lose its entire
investment in a foreign security.
Currency risk. Currency risk is the risk that fluctuations in exchange rates may adversely affect
the U.S. dollar value of a Funds investments. Currency risk includes both the risk that
currencies in which a Funds investments are traded, or currencies in which a Fund has taken an
active investment position, will decline in value relative to the U.S. dollar and, in the case of
hedging positions, that the U.S. dollar will decline in value relative to the currency being
hedged. Currency rates in foreign countries may fluctuate significantly for a number of reasons,
including the forces of supply and demand in the foreign exchange markets, actual or perceived
changes in interest rates, and intervention (or the failure to intervene) by U.S. or foreign
governments or central banks, or by currency controls or political developments in the U.S. or
abroad. A Fund may engage in proxy hedging of currencies by entering into derivative transactions
with respect to a currency whose value is expected to correlate to the value of a currency the Fund
owns or wants to own. This presents the risk that the two currencies may not move in relation to
one another as expected. In that case, the Fund could lose money on its investment and also lose
money on the position designed to act as a proxy hedge. A Fund may also take active currency
positions and may cross-hedge currency exposure represented by their securities into another
foreign currency. This may result in the Funds currency exposure being substantially different
than that suggested by its securities investments. A Fund with foreign currency holdings and/or
that invests or trades in securities denominated in foreign currencies or related derivative
instruments may be adversely affected by changes in foreign currency exchange rates. Derivative
foreign currency transactions (such as futures, forwards and swaps) may also involve leveraging
risk, in addition to currency risk. Leverage may disproportionately increase a Funds portfolio
losses and reduce opportunities for gain when interest rates, stock prices or currency rates are
changing.
11
High portfolio turnover risk
A high fund portfolio turnover rate (over 100%) generally involves correspondingly greater
brokerage commission expenses, which must be borne directly by a Fund. The portfolio turnover rate
of a Fund may vary from year to year, as well as within a year.
Initial public offerings (IPOs) risk
Each Fund may invest a portion of its assets in shares of IPOs. IPOs may have a magnified impact on
the performance of a Fund with a small asset base. The impact of IPOs on a Funds performance
likely will decrease as the Funds asset size increases, which could reduce the Funds returns.
IPOs may not be consistently available to a Fund for investing, particularly as the Funds asset
base grows. IPO shares frequently are volatile in price due to the absence of a prior public
market, the small number of shares available for trading and limited information about the issuer.
Therefore, a Fund may hold IPO shares for a very short period of time. This may increase the
turnover of a Fund and may lead to increased expenses for a Fund, such as commissions and
transaction costs. In addition, IPO shares can experience an immediate drop in value if the demand
for the securities does not continue to support the offering price.
Issuer risk
An issuer of a security purchased by a Fund may perform poorly and, therefore, the value of its
stocks and bonds may decline and the issuer may default on its obligations. Poor performance may
be caused by poor management decisions, competitive pressures, breakthroughs in technology,
reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent
disclosures, or other factors.
Liquidity risk
Each Fund is exposed to liquidity risk when trading volume, lack of a market maker, or legal
restrictions impair the Funds ability to sell particular securities or close derivative positions
at an advantageous price. A Fund with a principal investment strategy that involves investments in
securities of companies with smaller market capitalizations, foreign securities, derivatives, or
securities with substantial market and/or credit risk tend to have the greatest exposure to
liquidity risk. Exposure to liquidity risk may be heightened for a Fund that invests in emerging
markets and related derivatives that are not widely traded and that may be subject to purchase and
sale restrictions.
Medium company risk
Market risk and liquidity risk may be pronounced for securities of companies with medium-sized
market capitalizations. These companies may have limited product lines, markets or financial
resources or they may depend on a few key employees. The securities of companies with medium
market capitalizations may trade less frequently and in lesser volume than more widely held
securities, and their value may fluctuate more sharply than those securities. They may also trade
in the over-the-counter market or on a regional exchange, or may otherwise have limited liquidity.
Investments in less seasoned companies with medium market capitalizations may present greater
opportunities for growth and capital appreciation, but also involve greater risks than customarily
are associated with more established companies with larger market capitalizations. These risks
apply to all funds that invest in the securities of companies with smaller market capitalizations,
each of which primarily makes investments in companies with smaller- or medium-sized market
capitalizations.
PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION
Description of Reorganization
You are being asked to approve the Agreement, a form of which is attached to this proxy statement
as Exhibit A. Additional information about the Reorganization and the Agreement is set forth below
under Further Information on the Reorganization. The Agreement provides for the Reorganization on the
following terms:
12
The Reorganization is scheduled to occur at 5:00 p.m., Eastern Time, on [Friday, July 9], 2010, but
may occur on any later date before [July 9], 2011. The Acquired Fund will transfer all of its
assets to the Acquiring Fund and the Acquiring Fund will assume all of the Acquired Funds
liabilities. The net asset value of both Funds will be computed as of 4:00 p.m., Eastern Time, on
the Closing Date.
The Acquiring Fund will issue Class A shares to the Acquired Fund in an amount equal to the net
assets attributable to the Acquired Funds Investor Class shares. As part of the liquidation of
the Acquired Fund, these shares will immediately be distributed to Investor Class shareholders of
record of the Acquired Fund (in redemption of their Acquired Fund shares) in proportion to their
holdings on the Closing Date. As a result, Investor Class shareholders of the Acquired Fund will
become Class A shareholders of the Acquiring Fund.
The Acquiring Fund will issue Class I shares to the Acquired Fund in an amount equal to the net
assets attributable to the Acquired Funds Institutional Class shares. As part of the liquidation
of the Acquired Fund, these shares will immediately be distributed to Institutional Class
shareholders of record of the Acquired Fund (in redemption of their Acquired Fund shares) in
proportion to their holdings on the Closing Date. As a result, Institutional Class shareholders of
the Acquired Fund will become Class I shareholders of the Acquiring Fund.
After the Acquiring Funds shares are issued, the Acquired Fund will cease operations and be
terminated.
Reasons for the Proposed Reorganization
The Board of Directors of the Company believes that the proposed Reorganization can be advantageous
to the shareholders of the Acquired Fund for several reasons. The Board of Directors met on March
11, 2010 and (with the advice and assistance of independent legal counsel) considered the following
matters, among others and in no order of priority, in approving the proposal.
First, the investment objective and investment strategies and policies of the Acquiring Fund are
the same as those of the Acquired Fund.
Second, shareholders of the Acquired Fund will experience continuity in portfolio management
because Robeco, the investment adviser to the Acquired Fund, will continue to manage the Acquiring
Funds assets on a day-to-day basis as subadviser to the Acquiring Fund. JHIMS, as investment
adviser to the Acquiring Fund, will oversee Robeco in accordance with the terms of their
subadvisory agreement.
Third, while Robeco will manage the assets of the Acquiring Fund as its subadviser, JHIMS will be
responsible for the overall management of the Acquiring Funds operations. JHIMS, which also
serves as investment adviser to a total of three registered investment company complexes (including
JHF III) with a total of 264 series and approximately $19.5 billion in assets as of December
31, 2009, has broad experience and resources in managing investment companies. Although JHF III
commenced operations in 2006, it has experienced trustees, management and service providers.
Fourth, at an annual rate of 0.80% of average daily net assets, the maximum management fee for the
Acquiring Fund for the first $500 million in assets is the same as the management fee for the
Acquired Fund at all asset levels. Moreover, since the management fee rate for the Acquiring Fund
begins to decrease when the Fund exceeds $500 million in average daily net assets, the Acquiring
Funds management fees are lower than those of the Acquired Fund at asset levels above $500
million. JHIMS and its affiliates have great potential for increasing the size of the Acquiring
Fund because of JHIMS experience in the distribution of mutual funds through a broader range of
distribution channels than currently available to the Acquired Fund. For example, the Acquiring
Fund may offer additional classes with greater distribution capabilities than is the case with the
Acquired Fund. Over the long term, if this potential for a larger asset base is realized, the
greater asset size of the Acquiring Fund may allow it, relative to the Acquired Fund and for a
longer period, to: (i) obtain better net prices on securities trades;
13
and (ii) reduce long-term per-share expenses by spreading fixed costs over a larger asset base.
There can be no assurance that such operating efficiencies or economies of scale will be achieved.
Fifth, JHIMS has agreed to limit the total operating expenses of Class A shares of the Acquiring
Fund to 1.25% for the first year after the Closing Date, and to limit such expenses of Class I and
Class ADV shares of the Acquiring Fund to 1.00% and 1.25%, respectively, for the first two years
after the Closing Date. The long-term asset growth potential of the Acquiring Fund, resulting
potential long-term economies of scale and other efficiencies in other expenses could result in
lower overall expenses of the Acquiring Fund compared to those of the Acquired Fund. However, if
the expense limitations for the Acquiring Fund are not continued beyond the stated periods, the
expenses of the Acquiring Fund could be higher than the expenses incurred by the Acquired Fund
during the 12 months ended August 31, 2009, unless operating efficiencies or economies of scale
fully offset any increased fees and expenses borne by the Acquiring Fund. There can be no
assurance that such operating efficiencies or economies of scale will be achieved.
Sixth, the Reorganization will be tax-free for federal income tax purposes for the Acquired Fund
and its shareholders.
Seventh, the costs of the Reorganization will not be borne by the Acquired Fund (JHIMS and Robeco
will share those expenses).
The Board of Directors also reviewed the historical performance of the Acquired Fund and its
benchmarks, although no assurances may be given that the Acquiring Fund will achieve any particular
level of performance after the Reorganization. The Acquiring Fund will assume the financial and
performance history of the Acquired Fund at the closing of the Reorganization. The Board of
Directors considered how the shareholders of the other mutual funds advised by Robeco would
perceive this transaction and the effect on their funds.
The Board of Directors recognizes that Robeco and JHIMS (as well as other John Hancock affiliates)
will benefit from the Reorganization. Because the Acquiring Fund will be the accounting successor
to the Acquired Fund and will assume the Acquired Funds performance record, JHIMS expects to be
able to increase the Acquiring Funds assets at a faster rate than would otherwise be possible if
it began offering a fund with similar objectives but with no historical performance record. That
expected asset growth benefits JHIMS by increasing its management fees and accelerating the point
at which management of the Acquiring Fund is profitable to JHIMS. As the subadviser to the
Acquiring Fund, Robeco would similarly benefit from increased assets. The Board of Directors
realizes that, as a result, the additional financial benefits to Robeco may give it greater
resources to manage mutual funds and other assets that may benefit the Acquired Fund as well as its
other clients.
Certain potential conflicts of interest, including financial obligations of JHIMS to Robeco if the
Reorganization is consummated, are discussed below under Conflicts of Interest. In approving the
Reorganization and the Agreement, the Board of Directors of the Company, including the independent
Directors, was aware of and considered these potential conflicts of interest.
FUND PAST PERFORMANCE
Set forth below is past performance information for the Acquired Fund, which may help provide an
indication of the Acquiring Funds risk.
Performance information for the Acquiring Fund is not presented because it has not yet commenced
operations. As accounting successor to the Acquired Fund, the Acquiring Fund will assume the
Acquired Funds historical performance after the Reorganization. The bar chart and table below
illustrate the risks of investing in the Acquired Fund (and if the Reorganization is effected, the
Acquiring Fund). The bar chart shows the changes in the performance of the Acquired Funds
Investor Class shares from year to year. Sales loads applicable to corresponding Class A shares of
the Acquiring Fund are not reflected in the chart; if they were, the returns shown would have been
lower.
The table compares the average annual total returns of the Acquired Funds Investor Class and
Institutional Class shares to those of the Russell Midcap® Value Index, a broad-based, unmanaged
total return performance benchmark of domestically traded common stocks. These returns for the
Acquired Fund
14
reflect the sales loads for the corresponding share classes of the Acquiring Fund. All returns
assume reinvestment of dividends and distributions.
Of course, past performance before and after taxes is no guarantee of future results. Performance
of each share class will vary from the performance of the other share classes because of
differences in charges and expenses.
Calendar Year Total Returns Investor Class Shares
Year-to-date total return for the twelve months ended December 31, 2009 was 40.78%.
Quarterly Returns
During the period shown in the above bar chart, the Acquired Funds highest quarterly return was
19.63% for the quarter ended June 30, 2009, and the lowest quarterly return was -21.89% for the
quarter ended December 31, 2008.
Average Annual Total Returns for Periods Ended December 31, 2009
(Investor Class information includes sales charges applicable to Class A shares of the Acquiring
Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year |
|
5 Year |
|
10 Year |
Investor Class before tax |
|
|
33.42 |
% |
|
|
3.84 |
% |
|
|
7.60 |
% |
Investor Class after tax on distributions(1) |
|
|
33.15 |
% |
|
|
1.46 |
% |
|
|
5.31 |
% |
Investor Class after tax on distributions, with sale(1) |
|
|
21.72 |
% |
|
|
2.64 |
% |
|
|
5.68 |
% |
Institutional Class before tax |
|
|
40.96 |
% |
|
|
5.31 |
% |
|
|
8.57 |
% |
|
Russell Midcap Value Index(2) |
|
|
34.21 |
% |
|
|
1.98 |
% |
|
|
7.58 |
% |
|
|
|
(1) |
|
After-tax returns are calculated using the historical highest individual federal
marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax
returns depend on your situation and may differ from those shown. Furthermore, the after-tax
returns shown are not relevant to investors who hold their shares through tax-deferred arrangements
such as 401(k) plans or IRAs. |
|
(2) |
|
The Index is an unmanaged index and reflects no fees and taxes. |
15
FURTHER INFORMATION ON THE REORGANIZATION
Tax Status of the Reorganization
The Reorganization is intended not to result in income, gain or loss for federal income tax
purposes to the Acquiring Fund, the Acquired Fund or the shareholders of the Acquired Fund and will
not take place unless the Funds receive a satisfactory opinion from K&L Gates LLP, substantially to
the effect that the Reorganization will be a reorganization within the meaning of Section 368(a)
of the Internal Revenue Code of 1986, as amended (the Code).
As a result, with respect to the Reorganization, for federal income tax purposes:
|
§ |
|
No gain or loss will be recognized by the Acquired Fund upon (1) the transfer
of all of its assets to the Acquiring Fund as described above or (2) the distribution by
the Acquired Fund of the Acquiring Fund shares to the Acquired Funds shareholders; |
|
|
|
No gain or loss will be recognized by the Acquiring Fund upon the receipt of
the Acquired Funds assets solely in exchange for the issuance of the Acquiring Fund
shares to the Acquired Fund and the assumption of the Acquired Funds known liabilities by
the Acquiring Fund; |
|
|
§ |
|
The basis of the assets of the Acquired Fund acquired by the Acquiring Fund
will be the same as the basis of those assets in the hands of the Acquired Fund
immediately before the transfer; |
|
|
§ |
|
The tax holding period of the assets of the Acquired Fund in the hands of the
Acquiring Fund will include the Acquired Funds tax holding period for those assets; |
|
|
§ |
|
You will not recognize gain or loss upon the exchange of your shares of the
Acquired Fund solely for the Acquiring Fund shares as part of the Reorganization; |
|
|
§ |
|
The aggregate tax basis of the Acquiring Fund shares received by you in the
Reorganization will be the same as the aggregate tax basis of your shares of the Acquired
Fund surrendered in exchange; and |
|
|
§ |
|
The tax holding period of the Acquiring Fund shares you receive will include
the tax holding period of the shares of the Acquired Fund that you surrender in the
exchange, provided that the shares of the Acquired Fund were held by you as capital assets
on the date of the exchange. |
In rendering such opinion, counsel shall rely upon, among other things, reasonable assumptions as
well as representations of the Acquired Fund and the Acquiring Fund.
No tax ruling has been or will be received from the Internal Revenue Service (IRS) in connection
with the Reorganization. An opinion of counsel is not binding on the IRS or a court and no
assurance can be given that the IRS would not assert, or a court would not sustain, a contrary
position.
This description of the federal income tax consequences of the Reorganization is made without
regard to the particular circumstances of any shareholder. Shareholders are urged to consult their
own tax advisors as to the specific consequences to them of the Reorganization, including the
applicability and effect of state, local, foreign and other tax laws.
Additional Terms of the Agreement and Plan of Reorganization
Certain terms of the Agreement are described above. The following is a summary of certain
additional terms of the Agreement. This summary and any other description of the terms of the
Agreement contained in this proxy statement and prospectus are qualified in their entirety by
Exhibit A, the Form of Agreement and Plan of Reorganization, in its entirety, that is proposed for
the Reorganization.
Conditions to Closing the Reorganization. The obligation of the Acquired Fund to consummate the
Reorganization is subject to the satisfaction of certain conditions, including the performance by
the Acquiring Fund of all its obligations under the Agreement and the receipt of all consents,
orders and permits necessary to consummate the Reorganization (see Agreement, paragraph 8).
16
The obligation of the Acquiring Fund to consummate the Reorganization is subject to the
satisfaction of certain conditions, including the Acquired Funds performance of all of its
obligations under the Agreement, the receipt of certain documents and financial statements from the
Acquired Fund and the receipt of all consents, orders and permits necessary to consummate the
Reorganization (see Agreement, paragraph 9).
The obligations of the Acquired Fund and the Acquiring Fund are subject to approval of the
Agreement by the necessary vote of the outstanding shares of the Acquired Fund, in accordance with
the provisions of the Acquired Funds charter and by-laws. The Funds obligations are also subject
to the receipt of a favorable opinion of K&L Gates LLP as to the federal income tax consequences of
the Reorganization (see Agreement, paragraphs 8(e) and 9(f)).
Termination of Agreement. The board of directors/trustees of the Acquired Fund or the Acquiring
Fund may terminate the Agreement (even if the shareholders of the Acquired Fund have already
approved it) at any time before the Reorganization date, subject to certain conditions.
Expenses of the Reorganization. The Acquired Fund will not be required to pay the Reorganization
costs incurred in connection with entering into and carrying out the provisions of the Agreement,
whether or not the Reorganization occurs (those costs will be borne by JHIMS and Robeco according
to an agreement between them).
CAPITALIZATION
With respect to the proposal, the following tables set forth the capitalization of the Acquired
Fund as of December 31, 2009, and the pro forma combined capitalization of both Funds as if the
Reorganization had occurred on that date. The Acquiring Fund will have no assets until the Closing
Date, when it will assume the assets of the Acquired Fund.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquiring Fund Pro |
|
|
Acquired Fund |
|
forma |
Net Assets (millions) |
|
$ |
60.6 |
|
|
$ |
60.6 |
|
Net Asset Value Per Share |
|
|
|
|
|
|
|
|
Investor Class/Class A |
|
$ |
8.93 |
|
|
$ |
8.93 |
|
Institutional Class/Class I |
|
$ |
9.18 |
|
|
$ |
9.18 |
|
Shares Outstanding |
|
|
|
|
|
|
|
|
Investor Class/Class A |
|
|
1,855,521 |
|
|
|
1,855,521 |
|
Institutional Class/Class I |
|
|
4,800,512 |
|
|
|
4,800,512 |
|
ADDITIONAL INFORMATION ABOUT THE FUNDS BUSINESSES
The following table shows where in each Funds prospectus you can find additional information about
the business of each Fund.
|
|
|
|
|
|
|
Headings in Acquired Fund |
|
Headings in Acquiring Fund |
Type of Information |
|
Prospectus |
|
Prospectus |
|
Investment
objective and
policies
|
|
Descriptions of the
Robeco Investment
Funds Robeco
Boston Partners Mid
Cap Value Fund
|
|
Goal and Strategy/Main Risks |
|
|
|
|
|
Portfolio management
|
|
Management of the
Funds Portfolio
Managers
|
|
Management Biographies |
|
|
|
|
|
Expenses
|
|
Fees and Expenses
|
|
Your Expenses |
|
|
|
|
|
Choosing among
share classes
|
|
Not applicable
(Investor and
Institutional
shares are sold
through separate
prospectuses)
|
|
Your Account: Choosing a share class |
17
|
|
|
|
|
|
|
Headings in Acquired Fund |
|
Headings in Acquiring Fund |
Type of Information |
|
Prospectus |
|
Prospectus |
Purchase of shares
|
|
Shareholder
Information
Purchase of Fund
Shares
|
|
Your Account: Choosing a share
class, How sales charges are
calculated, Sales charge reductions
and waivers, Opening an account,
Buying shares, Transaction
policies, Additional investor
services |
|
|
|
|
|
Redemption of shares
|
|
Shareholder
Information
Redemption of Fund
Shares
|
|
Your Account: Selling shares, How
sales charges are calculated,
Transaction policies |
|
|
|
|
|
Dividends,
distributions and
taxes
|
|
Shareholder
Information
Dividends and
Distributions;
Taxes
|
|
Dividends and account policies |
BOARD EVALUATION AND RECOMMENDATION
For the reasons described above, the Board of Directors of the Company, including the Directors who
are not interested persons of either Fund in the Reorganization, Robeco, or JHIMS (the
independent Directors) approved the Reorganization. In particular, the Board of Directors
determined that the Reorganization is in the best interests of the Acquired Fund and that the
interests of the Acquired Funds shareholders would not be diluted as a result of the
Reorganization.
The Directors of the Company recommend that
shareholders of the Acquired Fund vote FOR the
proposal to approve the Agreement and Plan of
Reorganization.
CONFLICTS OF INTEREST
The Reorganization is expected to benefit JHIMS and Robeco. JHIMS has engaged Robeco as the
subadviser for the Acquiring Fund. Therefore, JHIMS would benefit from the fees it receives from
the Acquiring Fund and from the addition of a well-managed fund with strong historical performance
to the John Hancock family of funds, while Robeco would benefit from the subadvisory fees it
receives for managing the portfolio of the Acquiring Fund and the portfolio of another John Hancock
fund, and from John Hancocks distribution capabilities in growing the Acquiring Fund. In
addition, John Hancock Funds, LLC, the distributor of the Acquiring Funds shares, would benefit
through the adoption of Rule 12b-1 plans for the Acquiring Fund.
JHIMS and Robeco have entered into an overall business arrangement under which Robeco has agreed
not to offer investment management services to certain competitors of JHIMS for the investment
strategies it manages for JHIMS, subject to further conditions, for a period of up to five years.
As a further part of this arrangement, JHIMS has agreed that under certain circumstances it (and
not the Acquiring Fund or JHF III) will pay to Robeco a specified amount if the Robeco subadvisory
agreement for the Acquiring Fund is terminated within a three-year period. Such amount may total
up to $1.1 million. Neither JHF III nor either of the Acquiring Fund or the Acquired Fund is a
party to any of these arrangements, and they are not binding upon the Funds or the boards of either
of them. However, these arrangements present certain conflicts of interest because JHIMS has a
financial incentive to support the continuation of the Robeco subadvisory agreement for as long as
these arrangements remain in effect. In approving the Reorganization and the Agreement, the Board
of Directors of the Company, including the independent Directors, was aware of and considered these
potential conflicts of interest, including any financial obligations of JHIMS to Robeco.
18
VOTING RIGHTS AND REQUIRED VOTE
Each whole share of the Acquired Fund is entitled to one vote and each fractional share is entitled
to a proportionate fractional vote. Approval of the proposal described above requires the
affirmative vote of a majority of the outstanding shares of the Acquired Fund entitled to vote on
the proposal. For this purpose, the term vote of a majority of the outstanding shares entitled to
vote shall mean the vote of the lesser of:
|
(1) |
|
67% or more of the voting securities present at such meeting, if more than
50% of the outstanding voting securities of the Acquired Fund are present or
represented by proxy; or |
|
|
(2) |
|
more than 50% of the outstanding voting securities of the Acquired Fund. |
For purposes of determining whether quorum requirements are met and the required votes are
obtained, the following guidelines will apply.
|
|
|
|
|
Shares |
|
Quorum |
|
Voting |
In General
|
|
All shares present
in person or by
proxy are counted
towards a quorum.
|
|
Shares present at the
meeting will be voted
in person at the
meeting. Shares
present by proxy will
be voted in accordance
with instructions. |
|
|
|
|
|
Proxy with no Voting
Instruction (other
than Broker
Non-Vote)
|
|
Considered present
at the meeting.
|
|
Voted for a proposal. |
|
|
|
|
|
Broker Non-Vote
(i.e., shares held
by brokers or
nominees as to which
instructions have
not been received
from the beneficial
owners or the person
entitled to vote,
and the broker or
nominee does not
have discretionary
voting power on the
matter)
|
|
Considered present
at the meeting.
|
|
Not voted. Same effect
as a vote against. |
|
|
|
|
|
Abstain
|
|
Considered present
at the meeting.
|
|
Not voted. Same effect
as a vote against. |
If the required approval of shareholders is not obtained with respect to the proposal, the Acquired
Fund will continue to engage in business as a separate mutual fund and the Board of Directors will
consider what further action may be appropriate.
INFORMATION CONCERNING THE MEETING
Solicitation of Proxies
In addition to the mailing of these proxy materials, proxies may be solicited by telephone, by fax
or in person by the directors, officers and employees of the Acquired Fund; by personnel of the
Acquired Funds investment adviser, Robeco, and its transfer agent, PNC Global, or by broker-dealer
firms. PNC Global, together with a third party solicitation firm, has agreed to provide proxy
solicitation services to the Acquired Fund at a cost of approximately $5,675. JHIMS will pay the
costs of preparing, mailing and soliciting proxies, including payments to unaffiliated solicitation
firms.
Revoking Proxies
Each Acquired Fund shareholder signing and returning a proxy has the power to revoke it at any time
before it is exercised:
|
§ |
|
By filing a written notice of revocation with the Acquired Funds transfer agent, PNC
Global Investment Servicing, 301 Bellevue Parkway, Wilmington, Delaware 19809, |
|
|
§ |
|
By returning a duly executed proxy with a later date before the time of the
meeting, or |
19
|
§ |
|
If a shareholder has executed a proxy but is present at the meeting and
wishes to vote in person, by notifying the secretary of the Acquired Fund (without
complying with any formalities) at any time before it is voted. |
Being present at the meeting alone does not revoke a previously executed and returned proxy.
Outstanding Shares and Quorum
As of April 8, 2010 (the record date), the numbers of shares of common stock of the Acquired Fund
outstanding were as follows:
|
|
|
|
|
Acquired Fund |
|
Shares
Outstanding |
|
Investor Class |
|
|
[______] |
|
Institutional Class |
|
|
[______] |
|
|
|
|
|
|
Total |
|
|
0 |
|
Only shareholders of record on the record date are entitled to notice of and to vote at the
meeting. Pursuant to the Articles of Incorporation of the Company, one-third of the outstanding
shares of the Acquired Fund that are entitled to vote will be considered a quorum for the
transaction of business.
Other Business
The Board of Directors knows of no business to be presented for consideration at the meeting other
than the proposal. If other business is properly brought before the meeting, proxies will be voted
according to the best judgment of the persons named as proxies.
Adjournments
If a quorum is not present in person or by proxy at the time any session of the meeting is called
to order, the persons named as proxies may vote those proxies that have been received to adjourn
the meeting to a later date. If a quorum is present but there are not sufficient votes in favor of
a proposal, the persons named as proxies may propose one or more adjournments of the meeting to
permit further solicitation of proxies concerning the proposal. Any adjournment will require the
affirmative vote of a majority of the Acquired Funds shares at the session of the meeting to be
adjourned. Adjournment or postponements may occur in order to defer action on one or more
proposals. The meeting may be adjourned up to 120 days after the original record date for the
meeting without further notice other than an announcement at the meeting. If the meeting is
adjourned to a date more than 120 days after the original record date upon at least 10 days
notice, a new record date must be established for voting at such adjourned meeting, and any
unrevoked proxies submitted by any stockholder of record as of the original record date, may be
voted at the adjourned meeting and any subsequent adjourned meeting, provided that any adjourned
meeting is not more than 120 days after the new record date. At any adjourned meeting at which a
quorum is present, any action may be taken that could have been taken at the meeting originally
called.
Telephone Voting
In addition to soliciting proxies by mail, by fax, in person, or by e-mail, the Acquired Fund may
also arrange to have votes recorded by telephone by officers and employees of the Acquired Fund or
by personnel of Robeco, PNC Global, or a third-party solicitation firm. The telephone voting
procedure is designed to verify a shareholders identity, to allow a shareholder to authorize the
voting of shares in accordance with the shareholders instructions and to confirm that the voting
instructions have been properly recorded. If these procedures were subject to a successful legal
challenge, these telephone votes would not be counted at the meeting. The Acquired Fund has not
obtained an opinion of counsel about telephone voting, but is currently not aware of any challenge.
20
|
§ |
|
A shareholder will be called on a recorded line at the telephone number in
the funds account records and will be asked to provide the shareholders social security
number or other identifying information. |
|
|
§ |
|
The shareholder will then be given an opportunity to authorize proxies to
vote his or her shares at the meeting in accordance with the shareholders instructions. |
|
|
§ |
|
To ensure that the shareholders instructions have been recorded correctly,
the shareholder will also receive a confirmation of the voting instructions by mail. |
|
|
§ |
|
A toll-free number will be available in case the voting information contained
in the confirmation is incorrect. |
|
|
§ |
|
If the shareholder decides after voting by telephone to attend the meeting, the
shareholder can revoke the proxy at that time and vote the shares at the meeting. |
Internet Voting
You will also have the opportunity to submit your voting instructions via the Internet by utilizing
a program provided through a vendor. Voting via the Internet will not affect your right to vote in
person if you decide to attend the meeting. Do not mail the proxy card if you are voting via the
Internet. To vote via the Internet, you will need the control number that appears on your proxy
card. These Internet voting procedures are designed to authenticate shareholder identities, to
allow shareholders to give their voting instructions and to confirm that shareholders instructions
have been recorded properly. If you are voting via the Internet you should understand that there
may be costs associated with electronic access, such as usage charges from Internet access
providers and telephone companies, which costs you must bear.
To vote via the Internet:
|
§ |
|
Read the proxy statement and have your proxy card(s) at hand. |
|
|
§ |
|
Go to the Web site on the proxy card. |
|
|
§ |
|
Enter the control number found on your proxy card. |
|
|
§ |
|
Follow the instructions on the Web site. Please call us at 1-(800) 622-1291 if you have
any problems. |
|
|
§ |
|
To ensure that your instructions have been recorded correctly, you will receive a
confirmation of your voting instructions immediately after your submission and also by
e-mail, if chosen. |
Shareholders Proposals
The Funds are not required, and do not intend, to hold meetings of shareholders each year.
Instead, meetings will be held only when and if required. Any shareholders desiring to present a
proposal for consideration at the next meeting for shareholders of their respective Funds must
submit the proposal in writing, so that it is received by the Acquired Fund at 301 Bellevue
Parkway, Wilmington, Delaware 19809 or the Acquiring Fund at Congress Street, Boston, Massachusetts
02210, within a reasonable time before any meeting.
OWNERSHIP OF SHARES OF THE FUNDS
To the knowledge of the Acquired Fund, as of April 8, 2010, the following persons owned of record
or beneficially 5% or more of the outstanding shares of common stock of each class of the Acquired
Fund:
|
|
|
|
|
Names and Addresses of Owners of |
|
|
|
Percent Owned |
More Than 5% of Shares |
|
Share Class |
|
(Type of Ownership) |
|
|
|
|
|
|
21
|
|
|
|
|
Names and Addresses of Owners of |
|
|
|
Percent Owned |
More Than 5% of Shares |
|
Share Class |
|
(Type of Ownership) |
|
|
|
|
|
|
|
As of April 8, 2010, JHIMS owned 100% of the outstanding shares of the Acquiring Fund and, under
the 1940 Act, is deemed to control the Acquiring Fund.
As of April 8, 2010, the Board members and officers of each Fund owned in the aggregate less than
1% of the outstanding shares of their respective funds.
EXPERTS
The financial statements and financial highlights of the Acquired Fund for the fiscal year ended
August 31, 2009 are incorporated by reference into this proxy statement and prospectus. The
financial statements and financial highlights for the fiscal year ended August 31, 2009 have been
audited by the independent registered public accounting firm Ernst & Young LLP, as stated in its
report, which is incorporated herein by reference. The financial statements and financial
highlights for the fiscal year ended August 31, 2009 have been incorporated herein by reference in
reliance on their report given on their authority as experts in accounting and auditing.
The financial highlights of the Acquired Fund as of August 31, 2009 are included in Exhibit B to
this proxy statement and prospectus.
AVAILABLE INFORMATION
Each Fund is subject to the informational requirements of the Securities Exchange Act of 1934, as
amended, and the 1940 Act, and files reports, proxy statements and other information with the SEC.
These reports, proxy statements and other information filed by the Funds can be inspected and
copied (for a duplication fee) at the public reference facilities of the SEC at 100 F Street, N.E.,
Room 1580, Washington, D.C. 20549, at the Northeast Regional Office (3 World Financial Center, New
York, New York 10281) and at the Midwest Regional Office (175 West Jackson Boulevard, Suite 900,
Chicago, Illinois 60661). Copies of these materials can also be obtained by mail from the Public
Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates.
In addition, copies of these documents may be viewed on-screen or downloaded from the SECs
Internet site at http://www.sec.gov.
22
EXHIBIT A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (Agreement) is made as of [July ___, 2010], by and
between The RBB Fund, Inc., a Maryland corporation (the Company), on behalf of its series, Robeco
Boston Partners Mid Cap Value Fund (the Acquired Fund), and John Hancock Funds III, a
Massachusetts business trust (the Trust), on behalf of its series John Hancock Disciplined Value
Mid Cap Fund (the Acquiring Fund and together with the Acquired Fund, the Funds or
individually, each a Fund).
This Agreement is intended to be and is adopted as a plan of reorganization and liquidation
within the meaning of Sections 361(a) and Section 368(a)(1)(F) of the United States Internal
Revenue Code of 1986, as amended (the Code), and any successor provision. The reorganization
will consist of the transfer of all assets of the Acquired Fund attributable to each class of its
shares in exchange for shares of the corresponding class of shares of the Acquiring Fund (the
Merger Shares), and the assumption by the Acquiring Fund of all liabilities of the Acquired Fund
and the distribution of the Merger Shares to the shareholders of the Acquired Fund, all upon the
terms and conditions set forth in this Agreement.
Each of the Company and the Trust is duly organized and validly existing under, and in
conformity with, the laws of jurisdiction of its organization, and has the power to own all of its
assets and to carry out its obligations under this Agreement. Each of the Company and the Trust is
qualified as a foreign association in every jurisdiction where required, except to the extent that
failure to so qualify would not have a material adverse effect on the Company or the Trust, as the
case may be. Each of the Company and the Trust is duly registered under the Investment Company Act
of 1940, as amended (the 1940 Act), as an open-end management investment company and such
registration has not been revoked or rescinded and is in full force and effect. The Acquired Fund
and the Acquiring Fund are separate series of the Company and the Trust, respectively, duly
established and designated in accordance with the applicable provisions of the Companys Articles
of Incorporation dated February 7, 1988, as amended and supplemented with respect to the Acquired
Fund (the Articles), and the Trusts Amended and Restated Declaration of Trust dated August 12,
2005 (the Declaration), respectively, and the 1940 Act.
The Companys Board of Directors and the Trusts Board of Trustees: (i) have adopted and
approved this Agreement and the transactions hereby contemplated; and (ii) have determined that
participation therein is in the best interests of their respective Funds and that the interests of
the existing shareholders thereof will not be diluted as a result of the Reorganization (as defined
below).
All covenants and obligations of a Fund contained herein shall be deemed to be covenants and
obligations of the Company or the Trust, as the case may be, acting on behalf of that Fund, and all
rights and benefits created hereunder in favor of a Fund shall inure to, and shall be enforceable
by, the Company or the Trust, as the case may be, acting on behalf of that Fund.
In order to consummate the reorganization contemplated by this Agreement (the
Reorganization) and in consideration of the promises and the covenants and agreements hereinafter
set forth, and intending to be legally bound, each party hereby agrees as follows:
1. Representations and Warranties of the Acquiring Fund.
The Trust, on behalf of the Acquiring Fund, represents and warrants to, and agrees with, the
Acquired Fund that:
(a) The Acquiring Fund is a series of the Trust and, in conformity with the laws of The
Commonwealth of Massachusetts, has the power to own all of its assets and to carry out its
obligations under this Agreement. Each of the Trust and the Acquiring Fund has all necessary
federal, state and local authorizations to carry on its business as it is now being conducted and
to carry out this Agreement.
(b) The Acquiring Fund was formed for the purpose of effecting the Reorganization, has not engaged
in any business prior to the Reorganization, and does not own any assets.
A-1
(c) The Acquiring Fund has no known liabilities of a material nature, contingent or otherwise. As
of the Valuation Time (as defined in Section 3(e)), the Acquiring Fund will advise the Acquired
Fund in writing of all known liabilities, contingent or otherwise, whether or not incurred in the
ordinary course of business, existing or accrued as of such time.
(d) The Trust, on behalf of the Acquiring Fund, has full power and authority to enter into and
perform its obligations under this Agreement. The execution, delivery and performance of this
Agreement has been duly authorized by all necessary action of the Trusts Board, and this Agreement
constitutes a valid and binding contract enforceable in accordance with its terms subject to
approval by the Acquired Funds shareholders and subject to the effects of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or transfer or similar laws relating to or
affecting the rights or remedies of creditors generally; a partys obligations of good faith, fair
dealing, diligence, reasonableness, or due notice; equitable rights, remedies, or defenses;
indemnifications from or against liability; and court decisions with respect thereto.
(e) There are no material legal, administrative or other proceedings pending or, to the knowledge
of the Trust or the Acquiring Fund, threatened against the Trust or the Acquiring Fund which assert
liability on the part of the Trust or the Acquiring Fund or which materially affect the financial
condition of the Trust or the Acquiring Fund or the Trusts or the Acquiring Funds ability to
consummate the Reorganization. Neither the Trust nor the Acquiring Fund is charged with or, to the
best of their knowledge, threatened with any violation or investigation of any possible violation
of any provisions of any federal, state or local law or regulation or administrative ruling
relating to any aspect of their business.
(f) Neither the Trust nor the Acquiring Fund is obligated under any provision of the Declaration or
the Trusts By-laws dated June 5, 2005, as may be amended (the Trust By-laws), and neither is a
party to any contract or other commitment or obligation, nor is subject to any order or decree,
which would be violated by its execution of or performance under this Agreement, except insofar as
the Acquiring Fund and the Acquired Fund may mutually agree that the Acquiring Fund may take such
necessary action to amend such contract or other commitment or obligation to cure any potential
violation as a condition precedent to the Reorganization.
(g) There are no material contracts outstanding to which the Acquiring Fund is a party that have
not been disclosed in the N-14 Registration Statement (as defined in sub-section (i) below) or that
will not otherwise be disclosed to the Acquired Fund prior to the Valuation Time.
(h) No consent, approval, authorization or order of any court or government authority is required
for the consummation by the Acquiring Fund of the Reorganization, except such as may be required
under the Securities Act of 1933, as amended (the 1933 Act), the Securities Exchange Act of 1934,
as amended (the 1934 Act), the 1940 Act, or state securities laws (which term as used herein
shall include the laws of the District of Columbia and Puerto Rico).
(i) The registration statement on Form N-14 filed with the Securities and Exchange Commission (the
Commission) by the Trust on behalf of the Acquiring Fund and relating to the Merger Shares
issuable hereunder, and the proxy statement of the Acquired Fund relating to the meeting of the
Acquired Funds shareholders referred to in Section 6(b) herein (together with the documents
incorporated therein by reference, the Proxy Statement/Prospectus), and any supplement or
amendment thereto or to the documents therein (as amended or supplemented, the N-14 Registration
Statement), on the effective date of the N-14 Registration Statement, at the time of the
shareholders meeting referred to in Section 6(b) of this Agreement and at the Closing Date,
insofar as it relates to the Acquiring Fund:
(A) did and will comply in all material respects with the provisions of the 1933 Act, the 1934
Act and the 1940 Act and the rules and regulations thereunder; and
(B) does not and will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not
misleading; and the Proxy Statement/Prospectus included therein did not or will not contain any
untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading;
provided, however, that none of the representations and warranties in this sub-section shall apply
to statements in or omissions from the N-14
A-2
Registration Statement made in reliance upon and in conformity with information furnished by
the Acquired Fund for use in the N-14 Registration Statement.
(j) All issued and outstanding shares of the Acquiring Fund are, and at the Closing Date will be,
duly and validly issued and outstanding, fully paid and nonassessable by the Acquiring Fund. In
regard to the statement that the outstanding shares will be nonassessable, it is noted that the
Acquiring Fund is a Massachusetts business trust and under Massachusetts law, shareholders could,
under certain circumstances, be held personally liable for the obligations of the Acquiring Fund.
The Acquiring Fund does not have outstanding any security convertible into any of the Acquiring
Fund shares, except that Class A shares of the Acquiring Fund acquired in exchange for Investor
Class shares of the Acquired Fund may be exchanged for Class ADV shares or Class I shares of the
Acquiring Fund in the manner and on the terms described in the N-14 Registration Statement.
(k) The Merger Shares to be issued to the Acquired Fund pursuant to this Agreement have been duly
authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly
issued Class A and Class I shares of beneficial interest in the Acquiring Fund and will be fully
paid and nonassessable by the Acquiring Fund, and no shareholder of the Acquiring Fund will have
any preemptive right of subscription or purchase in respect thereof. In regard to the statement
above that the Merger Shares will be nonassessable, it is noted that the Trust is a Massachusetts
business trust and under Massachusetts law, shareholders could, under certain circumstances, be
held personally liable for the obligations of the Trust.
(l) At or prior to the Closing Date, the Merger Shares to be transferred to the Acquired Fund for
distribution to the shareholders of the Acquired Fund on the Closing Date will be duly qualified
for offering to the public in all states of the United States in which the sale of shares of the
Acquired Fund presently are qualified, and there will be a sufficient number of such shares
registered under the 1933 Act and, as may be necessary, with each pertinent state securities
commission to permit the transfers contemplated by this Agreement to be consummated.
(m) At or prior to the Closing Date, the Acquiring Fund will have obtained any and all regulatory,
trustee and shareholder approvals necessary to issue the Merger Shares to the Acquired Fund.
2. Representations and Warranties of the Acquired Fund.
The Company, on behalf of the Acquired Fund, represents and warrants to, and agrees with, the
Acquiring Fund that:
(a) The Acquired Fund is a series of the Company and, in conformity with the laws of the State of
Maryland, has the power to own all of its assets and to carry out its obligations under this
Agreement. Each of the Company and the Acquired Fund has all necessary federal, state and local
authorizations to carry on its business as it is now being conducted and to carry out this
Agreement.
(b) The Acquired Fund has elected to be, and has met the requirements of subchapter M of the Code
for treatment as a regulated investment company (RIC) within the meaning of Section 851 of the
Code at all times since its inception, and will continue to meet such requirements at all times
through the Closing Date. The Acquired Fund has not at any time since its inception been liable
for, and is not now liable for, and will not be liable for on the Closing Date, any material income
or excise tax pursuant to Sections 852 or 4982 of the Code.
(c) The Company, on behalf of the Acquired Fund, has full power and authority to enter into and
perform its obligations under this Agreement. The execution, delivery and performance of this
Agreement has been duly authorized by all necessary action of the Companys Board, and this
Agreement constitutes a valid and binding contract enforceable in accordance with its terms subject
to approval by the Acquired Funds shareholders and subject to the effects of bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or transfer or similar laws relating
to or affecting the rights or remedies of creditors generally; a partys obligations of good
faith, fair dealing, diligence, reasonableness, or due notice; equitable rights, remedies, or
defenses; indemnifications from or against liability; and court decisions with respect thereto.
A-3
(d) The Acquiring Fund has been furnished with the annual report of the Acquired Fund for the
fiscal year ended August 31, 2009, and the audited financial statements appearing therein, having
been audited by Ernst & Young LLP, independent registered public accounting firm, which fairly
present the financial condition and result of operations of the Acquired Fund as of the date
indicated, in conformity with accounting principles generally accepted in the United States applied
on a consistent basis.
(e) The Acquired Fund has no known liabilities of a material nature, contingent or otherwise, other
than those that are shown as belonging to it on its statement of assets and liabilities as of
August 31, 2009, and those incurred in the ordinary course of business as an investment company
since such date. As of the Valuation Time, the Acquired Fund will advise the Acquiring Fund in
writing of all known liabilities, contingent or otherwise, whether or not incurred in the ordinary
course of business, existing or accrued as of such time.
(f) There are no material legal, administrative or other proceedings pending or, to the knowledge
of the Company or the Acquired Fund, threatened against the Company or the Acquired Fund that
assert liability on the part of the Company or the Acquired Fund or which materially affect the
financial condition of the Company or the Acquired Fund or the Companys or the Acquired Funds
ability to consummate the Reorganization. Neither the Company nor the Acquired Fund is charged
with or, to the best of their knowledge, threatened with any violation or investigation of any
possible violation of any provisions of any federal, state or local law or regulation or
administrative ruling relating to any aspect of their business.
(g) There are no material contracts outstanding to which the Acquired Fund is a party that have not
been disclosed in the N-14 Registration Statement or that will not otherwise be disclosed to the
Acquiring Fund prior to the Valuation Time.
(h) Neither the Company nor the Acquired Fund is obligated under any provision of the Articles or
the Companys By-laws dated August 6, 1988, as may be amended (the Company By-laws), and neither
is a party to any contract or other commitment or obligation, nor is subject to any order or
decree, which would be violated by its execution of or performance under this Agreement, except
insofar as the Acquired Fund and the Acquiring Fund may mutually agree that the Acquired Fund may
take such necessary action to amend such contract or other commitment or obligation to cure any
potential violation as a condition precedent to the Reorganization.
(i) The Acquired Fund has filed, or intends to file, or has obtained extensions to file, all
federal, state and local tax returns which are required to be filed by it, and has paid or has
obtained extensions to pay, all federal, state and local taxes shown on said returns to be due and
owing and all assessments received by it, up to and including the taxable year in which the Closing
Date occurs. All tax liabilities of the Acquired Fund have been adequately provided for on its
books, and no tax deficiency or liability of the Acquired Fund has been asserted and no question
with respect thereto has been raised by the Internal Revenue Service or by any state or local tax
authority for taxes in excess of those already paid, up to and including the taxable year in which
the Closing Date occurs.
(j) As used in this Agreement, the term Acquired Fund Investments shall mean (i) the investments
of the Acquired Fund shown on its schedule of investments as of the Valuation Time furnished to the
Acquiring Fund; and (ii) all other assets owned by the Acquired Fund or liabilities incurred as of
the Valuation Time. At the Valuation Time and the Closing Date, the Acquired Fund will have full
right, power and authority to sell, assign, transfer and deliver the Acquired Fund Investments. At
the Closing Date, subject only to the obligation to deliver the Acquired Fund Investments as
contemplated by this Agreement, the Acquired Fund will have good and marketable title to all of the
Acquired Fund Investments, and the Acquiring Fund will acquire all of the Acquired Fund Investments
free and clear of any encumbrances, liens or security interests and without any restrictions upon
the transfer thereof (except those imposed by the federal or state securities laws and those
imperfections of title or encumbrances as do not materially detract from the value or use of the
Acquired Fund Investments or materially affect title thereto).
A-4
(k) No consent, approval, authorization or order of any court or governmental authority is required
for the consummation by the Acquired Fund of the Reorganization, except such as may be required
under the 1933 Act, the 1934 Act, the 1940 Act or state securities laws.
(l) The N-14 Registration Statement, on the effective date of the N-14 Registration Statement, at
the time of the shareholders meeting referred to in Section 6(b) of this Agreement and at the
Closing Date, insofar as it relates to the Acquired Fund:
(A) did and will comply in all material respects with the provisions of the 1933 Act, the 1934
Act and the 1940 Act and the rules and regulations thereunder, and
(B) does not and will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not
misleading; and the Proxy Statement/Prospectus included therein did not or will not contain any
untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading;
provided, however, that none of the representations and warranties in this sub-section shall apply
to statements in or omissions from the N-14 Registration Statement made in reliance upon and in
conformity with information furnished by the Acquiring Fund for use in the N-14 Registration
Statement.
(m) All issued and outstanding shares of the Acquired Fund are, and at the Closing Date will be,
duly and validly issued and outstanding, fully paid and nonassessable by the Acquired Fund
(Acquired Fund Shares). The Acquired Fund does not have outstanding any security convertible
into any of the Acquired Fund Shares, except that Class A shares of the Acquiring Fund acquired in
exchange for Investor Class shares of the Acquired Fund may be exchanged for Class ADV shares or
Class I shares of the Acquiring Fund in the manner and on the terms described in the N-14
Registration Statement;
(n) All of the issued and outstanding shares of the Acquired Fund were offered for sale and sold in
conformity with all applicable federal and state securities laws.
(o) The books and records of the Acquired Fund made available to the Acquiring Fund and/or its
counsel are substantially true and correct and contain no material misstatements or omissions with
respect to the operations of the Acquired Fund.
(p) The Acquired Fund will not sell or otherwise dispose of any of the Merger Shares to be received
in the Reorganization, except in distribution to the shareholders of the Acquired Fund, as provided
in Section 3 of this Agreement.
3. The Reorganization.
(a) Subject to the requisite approval of the shareholders of the Acquired Fund, and to the other
terms and conditions contained herein, the Acquired Fund agrees to sell, convey, transfer and
deliver to the Acquiring Fund, and the Acquiring Fund agrees to acquire from the Acquired Fund, on
the Closing Date, all of the Acquired Fund Investments (including interest accrued as of the
Valuation Time on debt instruments) and to assume all of the liabilities of the Acquired Fund, in
exchange for that number of Merger Shares provided for in Section 4. Pursuant to this Agreement,
as soon as practicable after the Closing Date, the Company will redeem its Acquired Fund Shares in
exchange for all Merger Shares received by it and will distribute such Merger Shares to its
shareholders. Such distributions shall be accomplished by the opening of shareholder accounts on
the share ledger records of the Acquiring Fund in the amounts due the shareholders of the Acquired
Fund based on their respective holdings in the Acquired Fund as of the Valuation Time.
(c) The Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest the Acquired
Fund receives on or after the Closing Date with respect to any of the Acquired Fund Investments
transferred to the Acquiring Fund hereunder.
(d) The Valuation Time shall be 4:00 p.m., Eastern Time, on the Closing Date, or such earlier or
later day and time as may be mutually agreed upon in writing (the Valuation Time).
A-5
(e) Recourse for liabilities assumed from the Acquired Fund by the Acquiring Fund in the
Reorganization will be limited to the assets acquired by the Acquiring Fund. The known liabilities
of the Acquired Fund, as of the Valuation Time, shall be confirmed to the Acquiring Fund pursuant
to Section 2(e) of this Agreement. (f) The Acquired Fund will cease operations and be terminated as
a series of the Company following the Closing Date.
4. Valuation.
(a) On the Closing Date, the Acquiring Fund will deliver to the Acquired Fund a number of full and
fractional Merger Shares having an aggregate net asset value equal, in the case of Class A and
Class I shares of the Acquiring Fund, to the value of the assets of the Acquired Fund attributable
to Investor Class shares and Institutional Class shares of the Acquired Fund, respectively, on such
date less the value of the liabilities attributable to Investor Class shares and Institutional
Class shares of the Acquired Fund assumed by the Acquiring Fund on that date, determined as
hereinafter provided in this Section 4.
(b) The net asset value of the Merger Shares to be delivered to the Acquired Fund, the value of the
assets attributable to the Acquired Fund Shares, and the value of the liabilities of the Acquired
Fund to be assumed by the Acquiring Fund, shall in each case be determined as of the Valuation
Time.
(c) The net asset value of the Merger Shares shall be computed in the manner set forth in the
Acquiring Fund Prospectus. The value of the assets and liabilities of the Acquired Fund shall be
determined by the Acquiring Fund, in cooperation with the Acquired Fund, pursuant to procedures
which the Acquiring Fund would use in determining the fair market value of the Acquiring Funds
assets and liabilities.
(d) No adjustment shall be made in the net asset value of either the Acquired Fund or the Acquiring
Fund to take into account differences in realized and unrealized gains and losses.
(e) The Acquiring Fund shall issue the Merger Shares to the Acquired Fund. The Acquired Fund shall
promptly distribute the Merger Shares to the shareholders of the Acquired Fund by establishing open
accounts for each Acquired Fund shareholder on the share ledger records of the Acquiring Fund.
Certificates representing Merger Shares will not be issued to Acquired Fund shareholders.
(f) The Acquiring Fund shall assume all of the liabilities of the Acquired Fund, whether accrued or
contingent, in connection with the acquisition of assets and subsequent liquidation and termination
of the Acquired Fund or otherwise.
5. Payment of Expenses.
(a) Except as otherwise provided in this Section 5, John Hancock Investment Management Services,
LLC, and Robeco Investment Management, Inc., by countersigning this Agreement, agree that they will
bear any and all costs and expenses of the Reorganization incurred by the Acquiring Fund and the
Acquired Fund; provided, however, that the Acquiring Fund and the Acquired Fund will each pay any
brokerage commissions, dealer mark-ups and similar expenses (Portfolio Expenses) that it may
incur in connection with the purchases or sale of portfolio securities; and provided, further,
that, the Acquiring Fund will pay all governmental fees required in connection with the
registration or qualification of the Merger Shares under applicable state and federal laws.
(b) Notwithstanding any other provisions of this Agreement, if for any reason the Reorganization
contemplated by this Agreement is not consummated, neither the Acquiring Fund nor the Acquired Fund
shall be liable to the other for any damages resulting therefrom, including, without limitation,
consequential damages, except as specifically set forth above.
(c) Notwithstanding any of the foregoing, costs and expenses will in any event be paid by the party
directly incurring them if and to the extent that the payment by another party of such costs and
expenses would result in the disqualification of such party as a regulated investment company
within the meaning of subchapter M of the Code.
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6. Covenants of the Acquired Fund and the Acquiring Fund.
The Acquired Fund and the Acquiring Fund hereby covenant and agree with the other as follows:
(a) Each of the Acquired Fund and the Acquiring Fund will operate its business as presently
conducted in the ordinary course of business between the date hereof and the Closing Date, it being
understood that such ordinary course of business will include regular and customary periodic
dividends and distributions.
(b) The Company, on behalf of the Acquired Fund, will call a meeting of its shareholders to be held
prior to the Closing Date to consider and act upon this Agreement and take all other reasonable
action necessary to obtain the required shareholder approval of the Reorganization contemplated
hereby.
(c) In connection with the Acquired Fund shareholders meeting referred to in sub-section (b)
above, the Acquiring Fund will prepare the Prospectus/Proxy Statement for such meeting, to be
included in the N-14 Registration Statement, which the Trust, on behalf of the Acquiring Fund, will
prepare and file for registration under the 1933 Act of the Merger Shares to be distributed to the
Acquired Funds shareholders pursuant hereto, all in compliance with the applicable requirements of
the 1933 Act, the 1934 Act, and the 1940 Act. The Acquiring Fund will use its best efforts to
provide for the N-14 Registration Statement to become effective as promptly as practicable. The
Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to
the other the information relating to itself to be set forth in the N-14 Registration Statement, as
required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and
the state securities laws.
(d) The information to be furnished by the Acquired Fund and the Acquiring Fund for use in the N-14
Registration Statement shall be accurate and complete in all material respects and shall comply
with federal securities and other laws and regulations thereunder applicable thereto.
(e) The Trust, having filed a post-effective amendment to its Registration Statement on Form N-1A
(the Trusts N-1A Registration Statement) with the Commission registering the Acquiring Fund and
its shares under the 1933 Act and 1940 Act, shall file any supplements and amendments as may be
required. The Acquiring Fund shall use all reasonable efforts to obtain the approvals and
authorizations required by the 1933 Act, the 1940 Act, and to register the Acquiring Funds shares
with such state securities agencies as it may deem appropriate, in order to commence operations on
the Closing Date.
(f) The Company shall, on behalf of the Acquired Fund:
(A) following the consummation of the Reorganization, terminate the Acquired Fund in
accordance with the laws of the State of Maryland, the Articles and Company By-laws, the 1940 Act
and any other applicable law,
(B) not make any distributions of any Merger Shares other than to the respective Acquired Fund
shareholders and without first paying or adequately providing for the payment of all of its
respective liabilities not assumed by the Acquiring Fund, if any, and
(C) on and after the Closing Date not conduct any business on behalf of the Acquired Fund
except in connection with the termination of the Acquired Fund.
(g) Each of the Acquired Fund and the Acquiring Fund agrees that by the Closing Date all of its
federal and other tax returns and reports required to be filed on or before such date shall have
been filed and all taxes shown as due on said returns either have been paid or adequate liability
reserves have been provided for the payment of such taxes.
(h) The Acquiring Fund agrees to report the Reorganization as a reorganization qualifying under
Section 368(a)(1)(F) of the Code, with the Acquiring Fund as the successor to the Acquired Fund.
Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be
taken (including, without limitation, the filing of any tax return) that results in the failure of
the Reorganization to qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the
Code or is inconsistent with the
A-7
treatment of the Reorganization as a reorganization within the meaning of such Code section. At or
prior to the Closing Date, the Company, the Trust, and the Funds will take such action, or cause
such action to be taken, as is reasonably necessary to enable K&L Gates LLP, counsel to the
Acquired Fund, to render the tax opinion required herein (including, without limitation, each
partys execution of representations reasonably requested by and addressed to K&L Gates).
(i) In connection with the covenant in subsection (g) above, each of the Acquired Fund and
Acquiring Fund will cooperate with each other in filing any tax return, amended return or claim for
refund, determining a liability for taxes or a right to a refund of taxes or participating in or
conducting any audit or other proceeding in respect of taxes. The Acquiring Fund will retain for a
period of nine (9) years following the Closing Date all returns, schedules and work papers and all
material records or other documents relating to tax matters of the Acquired Fund for such Acquired
Funds taxable period first ending after the Closing Date and for all prior taxable periods.
(j) Following the consummation of the Reorganization, the Acquiring Fund will continue its business
as a diversified series of the Trust, an open-end management investment company registered under
the 1940 Act.
7. Closing Date.
(a) Delivery of the assets of the Acquired Fund to be transferred, together with any other Acquired
Fund Investments, assumption of the liabilities of the Acquired Fund to be assumed, and delivery of
the Merger Shares to be issued as provided in this Agreement shall be made at such place and time
as the Acquired Fund and Acquiring Fund shall mutually agree, as of the close of business on [July
___, 2010] or at such other time and date agreed to by the Acquired Fund and the Acquiring Fund,
the date and time upon which such delivery is to take place being referred to herein as the
Closing Date.
(b) To the extent that any Acquired Fund Investments, for any reason, are not transferable on the
Closing Date, the Acquired Fund shall cause such Acquired Fund Investments to be transferred to the
Acquiring Funds account with its custodian at the earliest practicable date thereafter.
(c) The Acquired Fund will deliver to the Acquiring Fund on the Closing Date confirmation or other
adequate evidence as to the tax basis of the Acquired Fund Investments delivered to the Acquiring
Fund hereunder.
(d) As soon as practicable after the close of business on the Closing Date, the Acquired Fund shall
deliver to the Acquiring Fund a list of the names and addresses of all of the shareholders of
record of the Acquired Fund on the Closing Date and the number of Acquired Fund Shares owned by
each such shareholder, certified to the best of its knowledge and belief by the transfer agent for
the Acquired Fund or by its President.
8. Conditions of the Acquired Funds Obligations.
The obligations of the Acquired Fund hereunder shall be subject to the following conditions:
(a) That this Agreement shall have been adopted, and the Reorganization shall have been approved,
by the Companys Board and that the Acquiring Fund shall have delivered to the Acquired Fund a copy
of the resolutions approving this Agreement adopted by the Trusts Board certified by its
Secretary.
(b) That the Acquiring Fund shall have furnished to the Acquired Fund a certificate signed by the
Acquiring Funds President (or any Vice President) or its Treasurer, dated as of the Closing Date,
certifying that, as of the Valuation Time and as of the Closing Date, all representations and
warranties of the Acquiring Fund made in this Agreement are true and correct in all material
respects with the same effect as if made at and as of such dates, and that the Acquiring Fund has
complied with all of the agreements and satisfied all of the conditions on its part to be performed
or satisfied at or prior to each of such dates.
(c) That there shall not be any material litigation pending with respect to the matters
contemplated by this Agreement.
A-8
(d) That the Acquired Fund shall have received the opinion, in form satisfactory to the Company, of
K&L Gates LLP, counsel for the Acquiring Fund, dated as of the Closing Date, addressed to the
Acquired Fund substantially in the form and to the effect that:
(A) Both the Acquiring Fund and the Trust are duly formed and validly existing under the laws
of The Commonwealth of Massachusetts;
(B) the Acquiring Fund is a separate series of the Trust, an open-end, management investment
company registered under the 1940 Act;
(C) this Agreement and the Reorganization provided for herein and the execution of this
Agreement have been duly authorized and approved by all requisite action of the Trusts Board, and
this Agreement has been duly executed and delivered by the Trust on behalf of the Acquiring Fund
and (assuming this Agreement is a valid and binding obligation of the other party hereto) is a
valid and binding obligation of the Acquiring Fund;
(D) neither the execution or delivery by the Trust on behalf of the Acquiring Fund of this
Agreement nor the consummation by the Acquiring Fund of the Reorganization contemplated hereby
violates any provision of any statute or any published regulation or any judgment or order
disclosed to counsel by the Acquiring Fund as being applicable to the Acquiring Fund;
(E) the Merger Shares have been duly authorized and, upon issuance thereof in accordance with
this Agreement, will be validly issued, fully paid and nonassessable, except to the extent
shareholders could under certain circumstances, in accordance with Massachusetts law, be held
personally liable for the obligations of the Acquiring Fund; and
(F) to their knowledge and subject to the qualifications set forth below, the execution and
delivery by the Trust on behalf of the Acquiring Fund of this Agreement and the consummation of the
Reorganization herein contemplated do not require, under the laws of The Commonwealth of
Massachusetts or any state in which the Acquiring Fund is qualified to do business or the federal
laws of the United States, the consent, approval, authorization, registration, qualification or
order of, or filing with, any court or governmental agency or body (except such as have been
obtained under the 1933 Act, the 1934 Act, the 1940 Act or the rules and regulations thereunder).
Counsel need express no opinion, however, as to any such consent, approval, authorization,
registration, qualification, order or filing that may be required as a result of the involvement of
other parties to this Agreement in the transactions herein contemplated because of their legal or
regulatory status or because of any other facts specifically pertaining to them.
(e) That the Acquired Fund shall have obtained an opinion, in form satisfactory to the Company,
from K&L Gates dated as of the Closing Date, addressed to the Company, on behalf of the Acquired
Fund, and based upon such representations of the parties as K&L Gates may reasonably request, that
the consummation of the Reorganization set forth in this Agreement complies with the requirements
of a reorganization as described in Section 368(a) of the Code.
(f) That all proceedings taken by the Acquiring Fund and its counsel in connection with the
Reorganization and all documents incidental thereto shall be satisfactory in form and substance to
the Company.
(g) That the N-14 Registration Statement shall have become effective under the 1933 Act, and no
stop order suspending such effectiveness shall have been instituted or, to the knowledge of the
Trust or the Acquiring Fund, be contemplated by the Commission.
(h) That the Trusts N-1A Registration Statement shall have become effective under the 1933 Act,
and that no stop order suspending such effectiveness shall have been instituted or, to the
knowledge of the Trust or the Acquiring Fund, be contemplated by the Commission.
A-9
9. Conditions of the Acquiring Funds Obligations.
The obligations of the Acquiring Fund hereunder shall be subject to the following conditions:
(a) That this Agreement shall have been adopted, and the Reorganization shall have been approved,
by the Companys Board and by the affirmative vote of the holders of a majority of the outstanding
Acquired Fund Shares (as defined in the Articles); and the Acquired Fund shall have delivered to
the Acquiring Fund a copy of the resolutions approving this Agreement adopted by the Companys
Board, and a certificate setting forth the vote of the holders of the Acquired Fund Shares
obtained, each certified by such Boards Secretary.
(b) That the Acquired Fund shall have furnished to the Acquiring Fund a statement of its assets,
liabilities and capital, with values determined as provided in Section 4 of this Agreement,
together with a schedule of investments with their respective dates of acquisition and tax costs,
all as of the Valuation Time, certified on the Acquired Funds behalf by its President (or any Vice
President) or its Treasurer, and a certificate signed by the Acquired Funds President (or any Vice
President) or its Treasurer, dated as of the Closing Date, certifying that as of the Valuation Time
and as of the Closing Date there has been no material adverse change in the financial position of
the Acquired Fund since the date of the Acquired Funds most recent annual report or semiannual
report, as applicable, other than changes in the Acquired Fund Investments since that date or
changes in the market value of the Acquired Fund Investments.
(c) That the Acquired Fund shall have furnished to the Acquiring Fund a certificate signed by the
Acquired Funds President (or any Vice President) or its Treasurer, dated as of the Closing Date,
certifying that as of the Valuation Time and as of the Closing Date, all representations and
warranties of the Acquired Fund made in this Agreement are true and correct in all material
respects with the same effect as if made at and as of such dates and the Acquired Fund has complied
with all of the agreements and satisfied all of the conditions on its part to be performed or
satisfied at or prior to such dates.
(d) That there shall not be any material litigation pending with respect to the matters
contemplated by this Agreement.
(e) That the Acquiring Fund shall have received the opinion, in form satisfactory to the Trust, of
Drinker Biddle & Reath LLP, counsel for the Acquired Fund, dated as of the Closing Date, addressed
to the Acquiring Fund, substantially in the form and to the effect that:
(A) Both the Acquired Fund and the Company are duly formed and validly existing under the laws
of the State of Maryland;
(B) the Acquired Fund is a separate series of the Company, an open-end, management investment
company registered under the 1940 Act;
(C) this Agreement and the Reorganization provided for herein and the execution of this
Agreement have been duly authorized and approved by all requisite action of the Companys Board,
and this Agreement has been duly executed and delivered by the Company on behalf of the Acquired
Fund and (assuming this Agreement is a valid and binding obligation of the other party hereto) is a
valid and binding obligation of the Acquired Fund;
(D) neither the execution or delivery by the Company on behalf of the Acquired Fund of this
Agreement nor the consummation by the Acquired Fund of the Reorganization contemplated hereby
violates any provision of any statute, or any published regulation or any judgment or order
disclosed to counsel by the Acquired Fund as being applicable to the Acquired Fund; and
(E) to their knowledge and subject to the qualifications set forth below, the execution and
delivery by the Company, on behalf of the Acquired Fund, of the Agreement and the consummation of
the Reorganization herein contemplated do not require, under the laws of state of Maryland or any
state in which the Acquired Fund is qualified to do business, or the federal laws of the United
States, the consent, approval, authorization, registration, qualification or order of, or filing
with, any court or governmental agency or body (except such as have been obtained under the 1933
Act, the 1934 Act, the 1940 Act or the
A-10
rules and regulations thereunder). Counsel need express no opinion, however, as to any such
consent, approval, authorization, registration, qualification, order or filing which may be
required as a result of the involvement of other parties to this Agreement in the transactions
herein contemplated because of their legal or regulatory status or because of any other facts
specifically pertaining to them. Such opinion may rely on an opinion of Venable LLP to the extent
set forth in such opinion, in which case, Drinker Biddle & Reath LLP shall provide copy of Venable
LLPs opinion to the Acquiring Fund.
(f) That the Acquiring Fund shall have obtained an opinion from K&L Gates dated as of the Closing
Date, addressed to the Trust, on behalf of the Acquiring Fund, and based upon such representations
of the parties as K&L Gates may reasonably request, that the consummation of the Reorganization set
forth in this Agreement complies with the requirements of a reorganization as described in Section
368(a) of the Code.
(g) That the N-14 Registration Statement shall have become effective under the 1933 Act and no stop
order suspending such effectiveness shall have been instituted or, to the knowledge of the Acquired
Fund, be contemplated by the Commission.
(h) That the Trusts N-1A Registration Statement shall have become effective under the 1933 Act,
and that no stop order suspending such effectiveness shall have been instituted or, to the
knowledge of the Trust or the Acquiring Fund, be contemplated by the Commission.
(i) That the Acquired Funds custodian shall have delivered to the Acquiring Fund a certificate
identifying all assets of the Acquired Fund held or maintained by such custodian as of the
Valuation Time.
(j) That all proceedings taken by the Acquired Fund and its counsel in connection with the
Reorganization and all documents incidental thereto shall be satisfactory in form and substance to
the Trust.
10. Termination, Postponement and Waivers.
(a) Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be
terminated and the Reorganization abandoned at any time (whether before or after adoption thereof
by the shareholders of the Acquired Fund) prior to the Closing Date, or the Closing Date may be
postponed,
(A) by consent of the Boards of the Company and the Trust, acting on behalf of their
respective Funds;
(B) by the Companys Board, on behalf of the Acquired Fund, if any condition of the Acquired
Funds obligations set forth in Section 8 of this Agreement has not been fulfilled or waived by
such Board;
(C) by the Trusts Board, on behalf of the Acquiring Fund, if any condition of the Acquiring
Funds obligations set forth in Section 9 of this Agreement has not been fulfilled or waived by
such Board; or
(D) by either party because of a material breach by the other of any representation, warranty,
covenant or agreement contained herein to be performed by the other party at or prior to the
Closing.
(b) If the Reorganization contemplated by this Agreement has not been consummated by [______
___], 2011, this Agreement automatically shall terminate on that date, unless a later date is
agreed to by the Boards of the Company and the Trust, acting on behalf of their respective Funds.
(c) In the event of termination of this Agreement pursuant to the provisions hereof, the same shall
become void and have no further effect, and there shall not be any liability on the part of the
Acquired Fund, the Acquiring Fund or persons who are their directors, trustees, officers, agents or
shareholders in respect of this Agreement.
(d) At any time prior to the Closing Date, any of the terms or conditions of this Agreement may be
waived by the Board of the Company or the Trust, on behalf of whichever Fund is entitled to the
benefit thereof, if, in the judgment of such Board after consultation with its counsel, such action
or waiver will not
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have a material adverse effect on the benefits intended under this Agreement to the shareholders of
the respective Fund, on behalf of which such action is taken.
(e) The respective representations and warranties contained in Sections 1 and 2 of this Agreement
shall expire with, and be terminated by, the consummation of the Reorganization, and the Acquired
Fund and the Acquiring Fund, and the officers, directors, trustees, agents or shareholders of such
Funds shall not have any liability with respect to such representations or warranties after the
Closing Date. This provision shall not protect any officer, director, trustee, agent or
shareholder of either the Acquired Fund or the Acquiring Fund against any liability to the entity
for which that officer, director, trustee, agent or shareholder so acts or to its shareholders, to
which that officer, director, trustee, agent or shareholder otherwise would be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of his or her duties in the
conduct of such office.
(f) If any order or orders of the Commission with respect to this Agreement shall be issued prior
to the Closing Date and shall impose any terms or conditions that are determined by action of the
Boards of the Company and the Trust to be acceptable, such terms and conditions shall be binding as
if a part of this Agreement without further vote or approval of the shareholders of the Acquired
Fund unless such terms and conditions shall result in a change in the method of computing the
number of Merger Shares to be issued to the Acquired Fund, in which event, unless such terms and
conditions shall have been included in the proxy solicitation materials furnished to the
shareholders of the Acquired Fund prior to the meeting at which the Reorganization shall have been
approved, this Agreement shall not be consummated and shall terminate unless the Acquired Fund
promptly shall call a special meeting of shareholders at which such conditions so imposed shall be
submitted for approval.
11. Indemnification.
(a) Each party (an Indemnitor) shall indemnify and hold the other and its officers, directors,
trustees, agents and persons controlled by or controlling any of them (each an Indemnified Party)
harmless from and against any and all losses, damages, liabilities, claims, demands, judgments,
settlements, deficiencies, taxes, assessments, charges, costs and expenses of any nature whatsoever
(including reasonable attorneys fees) including amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and counsel fees reasonably incurred by such Indemnified
Party in connection with the defense or disposition of any claim, action, suit or other proceeding,
whether civil or criminal, before any court or administrative or investigative body in which such
Indemnified Party may be or may have been involved as a party or otherwise or with which such
Indemnified Party may be or may have been threatened (collectively, the Losses) arising out of or
related to any claim of a breach of any representation, warranty or covenant made herein by the
Indemnitor, provided, however, that no Indemnified Party shall be indemnified hereunder against any
Losses arising directly from such Indemnified Partys: (i) willful misfeasance; (ii) bad faith;
(iii) gross negligence; or (iv) reckless disregard of the duties involved in the conduct of such
Indemnified Partys position.
(b) The Indemnified Party shall use its best efforts to minimize any liabilities, damages,
deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may
be sought hereunder. The Indemnified Party shall give written notice to Indemnitor within the
earlier of ten (10) days of receipt of written notice to Indemnified Party or thirty (30) days from
discovery by Indemnified Party of any matters which may give rise to a claim for indemnification or
reimbursement under this Agreement. The failure to give such notice shall not affect the right of
Indemnified Party to indemnity hereunder unless such failure has materially and adversely affected
the rights of the Indemnitor. At any time after ten (10) days from the giving of such notice,
Indemnified Party may, at its option, resist, settle or otherwise compromise, or pay such claim
unless it shall have received notice from Indemnitor that Indemnitor intends, at Indemnitors sole
cost and expense, to assume the defense of any such matter, in which case Indemnified Party shall
have the right, at no cost or expense to Indemnitor, to participate in such defense. If Indemnitor
does not assume the defense of such matter, and in any event until Indemnitor states in writing
that it will assume the defense, Indemnitor shall pay all costs of Indemnified Party arising out of
the defense until the defense is assumed; provided, however, that Indemnified Party shall consult
with Indemnitor and obtain Indemnitors prior written consent to any payment or settlement of any
such claim. Indemnitor shall keep Indemnified Party fully apprised at all times as to the status of
the defense. If
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Indemnitor does not assume the defense, Indemnified Party shall keep Indemnitor apprised at all
times as to the status of the defense. Following indemnification as provided for hereunder,
Indemnitor shall be subrogated to all rights of Indemnified Party with respect to all third
parties, firms or corporations relating to the matter for which indemnification has been made.
12. Other Matters.
(a) All covenants, agreements, representations and warranties made under this Agreement and any
certificates delivered pursuant to this Agreement shall be deemed to have been material and relied
upon by each of the parties, notwithstanding any investigation made by them or on their behalf.
(b) All notices hereunder shall be sufficiently given for all purposes hereunder if in writing and
delivered personally or sent by registered mail or certified mail, postage prepaid. Notice to the
Acquired Fund shall be addressed to Robeco Boston Partners Mid Cap Value Fund, c/o The RBB Fund,
Inc., Bellevue Park Corporate Center, 301 Bellevue Parkway, Wilmington, Delaware 19809, Attention:
President, or at such other address as the Acquired Fund may designate by written notice to the
Acquiring Fund. Notice to the Acquiring Fund shall be addressed to John Hancock Disciplined Value
Mid Cap Fund, c/o John Hancock Funds III, 601 Congress Street, Boston, Massachusetts 02210,
Attention: General Counsel, or at such other address and to the attention of such other person as
the Acquiring Fund may designate by written notice to the Acquired Fund. Any notice shall be deemed
to have been served or given as of the date such notice is delivered personally or mailed.
(c) This Agreement supersedes all previous correspondence and oral communications between the
parties regarding the Reorganization, constitutes the only understanding with respect to the
Reorganization, may not be changed except by a letter of agreement signed by each party and shall
be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts
applicable to agreements made and to be performed in said state.
(d) It is expressly agreed that the obligations of the Company, on behalf of the Acquired Fund, and
the Trust, on behalf of the Acquiring Fund, hereunder shall not be binding upon any of its
respective directors, trustees, shareholders, nominees, officers, agents, or employees personally,
but shall bind only the respective Funds property, as provided in the Articles or the Declaration,
as the case may be. The execution and delivery of this Agreement has been authorized by the Board
of the Company, on behalf of the Acquired Fund, and by the Board of the Trust, on behalf of the
Acquiring Fund, and signed by authorized officers of each respective Fund, acting as such, and
neither such authorization by such directors or trustees, nor such execution and delivery by such
officers shall be deemed to have been made by any of them individually or to impose any liability
on any of them personally, but shall bind only the Fund property on behalf of the relevant Fund as
provided in the Articles or the Declaration, as the case may be.
(e) This Agreement may be executed in any number of counterparts, each of which, when executed and
delivered, shall be deemed to be an original but all such counterparts together shall constitute
but one instrument.
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IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be executed and
delivered by their duly authorized officers as of the day and year first written above.
JOHN HANCOCK FUNDS III,
on behalf of its John Hancock Disciplined Value Mid Cap Fund
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THE RBB FUND, INC.
on behalf of its Robeco Boston Partners Mid Cap Value Fund
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Agreed and accepted as to Section 5 only:
JOHN HANCOCK INVESTMENT MANAGEMENT SERVICES, LLC,
on behalf of itself and its affiliates
ROBECO INVESTMENT MANAGEMENT, INC.,
on behalf of itself and its affiliates
A-14
EXHIBIT B
FINANCIAL HIGHLIGHTS OF THE ACQUIRED FUND
The table below sets forth certain financial information for the periods indicated, including per
share information results for a single share of the Acquired Fund. The term Total investment
return indicates how much your investment would have increased or decreased during this period of
time and assumes that you have reinvested all dividends and distributions. The information for the
fiscal years ended August 31, 2009, 2008 and 2007 has been derived from the Acquired Funds
financial statements audited by Ernst & Young LLP, the Funds independent registered public
accounting firm. This information should be read in conjunction with the Funds financial
statements which, together with the report of the independent registered public accounting firm,
are included in the Funds annual report for the fiscal year ended August 31, 2009 and is available
free of charge upon request by writing to the Fund or by calling, toll-free: 1888-261-4073,
Monday through Friday, from 8:00 a.m. to 6:00 p.m. (Eastern Time). The information for periods
prior to the fiscal year ended August 31, 2007 was audited by the Funds former independent
registered public accounting firm.
Investor Class
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the |
|
|
For the |
|
|
For the |
|
|
For the |
|
|
For the |
|
|
|
Year |
|
|
Year |
|
|
Year |
|
|
Year |
|
|
Year |
|
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
|
August |
|
|
August |
|
|
August |
|
|
August |
|
|
August |
|
|
|
31, 2009 |
|
|
31, 2008 |
|
|
31, 2007 |
|
|
31, 2006 |
|
|
31, 2005 |
|
|
|
|
Per Share Operating Performance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period |
|
$ |
9.08 |
|
|
$ |
11.16 |
|
|
$ |
12.81 |
|
|
$ |
13.80 |
|
|
$ |
13.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income/(loss) |
|
|
0.07 |
* |
|
|
0.06 |
* |
|
|
0.02 |
* |
|
|
(0.01 |
)* |
|
|
|
(2) |
Net realized and unrealized gain/(loss) on
investments |
|
|
(0.98 |
)(3) |
|
|
(0.74 |
) |
|
|
2.39 |
|
|
|
0.87 |
|
|
|
3.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investment operations |
|
|
(0.91 |
) |
|
|
(0.68 |
) |
|
|
2.41 |
|
|
|
0.86 |
|
|
|
3.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends and distributions to shareholders from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
(0.07 |
) |
|
|
(0.04 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gains |
|
|
|
(2) |
|
|
(1.36 |
) |
|
|
(4.06 |
) |
|
|
(1.85 |
) |
|
|
(2.35 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends and distributions to shareholders |
|
|
(0.07 |
) |
|
|
(1.40 |
) |
|
|
(4.06 |
) |
|
|
(1.85 |
) |
|
|
(2.35 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period |
|
$ |
8.10 |
|
|
$ |
9.08 |
|
|
$ |
11.16 |
|
|
$ |
12.81 |
|
|
$ |
13.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment return (1) |
|
|
(9.79 |
)%(3) |
|
|
(6.62 |
)% |
|
|
21.02 |
% |
|
|
6.59 |
% |
|
|
25.47 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios/Supplemental Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (000) |
|
$ |
13,916 |
|
|
$ |
17,202 |
|
|
$ |
12,778 |
|
|
$ |
5,334 |
|
|
$ |
4,462 |
|
Ratio of expenses to average net assets
with waivers and reimbursements |
|
|
1.25 |
% |
|
|
1.25 |
% |
|
|
1.25 |
% |
|
|
1.25 |
% |
|
|
1.25 |
% |
Ratio of expenses to average net assets
without waivers and expense reimbursements |
|
|
1.93 |
% |
|
|
1.73 |
% |
|
|
1.73 |
% |
|
|
1.70 |
% |
|
|
1.56 |
% |
Ratio of net investment income/(loss) to
average net assets with waivers and
reimbursements |
|
|
1.09 |
% |
|
|
0.55 |
% |
|
|
0.14 |
% |
|
|
(0.04 |
)% |
|
|
(0.22 |
)% |
Portfolio turnover rate |
|
|
58 |
% |
|
|
64 |
% |
|
|
89 |
% |
|
|
97 |
% |
|
|
74 |
% |
|
|
|
* |
|
Calculated based on average shares outstanding for the period. |
|
(1) |
|
Total investment return is calculated assuming a purchase of shares on the first day and a
sale of shares on the last day of the period. |
|
(2) |
|
Amount is less than $0.01 per share. |
|
(3) |
|
In 2009, Robeco fully reimbursed the Acquired Fund for a loss on a transaction not meeting
the Funds investment guidelines, which otherwise would have reduced total return by 0.11% and
net realized and unrealized gain/(loss) on investment by $0.01 per share. |
B-1
Institutional Class
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the |
|
|
For the |
|
|
For the |
|
|
For the |
|
|
For the |
|
|
|
Year |
|
|
Year |
|
|
Year |
|
|
Year |
|
|
Year |
|
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
|
August |
|
|
August |
|
|
August |
|
|
August |
|
|
August |
|
|
|
31, 2009 |
|
|
31, 2008 |
|
|
31, 2007 |
|
|
31, 2006 |
|
|
31, 2005 |
|
|
|
|
Per Share Operating Performance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period |
|
$ |
9.35 |
|
|
$ |
11.45 |
|
|
$ |
13.05 |
|
|
$ |
14.02 |
|
|
$ |
13.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
0.09 |
* |
|
|
0.08 |
* |
|
|
0.05 |
* |
|
|
0.04 |
* |
|
|
|
(2) |
Net realized
and unrealized gain/(loss) on investments |
|
|
(1.01 |
)(3) |
|
|
(0.76 |
) |
|
|
2.44 |
|
|
|
0.86 |
|
|
|
3.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from investment operations |
|
|
(0.92 |
) |
|
|
(0.68 |
) |
|
|
2.49 |
|
|
|
0.90 |
|
|
|
3.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends and distributions to shareholders from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
(0.09 |
) |
|
|
(0.06 |
) |
|
|
(0.03 |
) |
|
|
(0.02 |
) |
|
|
(0.01 |
) |
Net realized gains |
|
|
|
|
|
|
(1.36 |
) |
|
|
(4.06 |
) |
|
|
(1.85 |
) |
|
|
(2.35 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends and distributions to shareholders |
|
|
(0.09 |
) |
|
|
(1.42 |
) |
|
|
(4.09 |
) |
|
|
(1.87 |
) |
|
|
(2.36 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period |
|
$ |
8.34 |
|
|
$ |
9.35 |
|
|
$ |
11.45 |
|
|
$ |
13.05 |
|
|
$ |
14.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment return(1) |
|
|
(9.50 |
)%(3) |
|
|
(6.41 |
)% |
|
|
21.32 |
% |
|
|
6.82 |
% |
|
|
25.97 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios/Supplemental Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (000) |
|
$ |
32,691 |
|
|
$ |
35,056 |
|
|
$ |
35,722 |
|
|
$ |
27,538 |
|
|
$ |
54,187 |
|
Ratio of
expenses to average net assets with waivers and reimbursements |
|
|
1.00 |
% |
|
|
1.00 |
% |
|
|
1.00 |
% |
|
|
1.00 |
% |
|
|
1.00 |
% |
Ratio of
expenses to average net assets without waivers and expense reimbursements |
|
|
1.69 |
% |
|
|
1.48 |
% |
|
|
1.48 |
% |
|
|
1.38 |
% |
|
|
1.31 |
% |
Ratio of net
investment income to average net assets with waivers and reimbursements |
|
|
1.33 |
% |
|
|
0.80 |
% |
|
|
0.38 |
% |
|
|
0.28 |
% |
|
|
0.03 |
% |
Portfolio turnover rate |
|
|
58 |
% |
|
|
64 |
% |
|
|
89 |
% |
|
|
97 |
% |
|
|
74 |
% |
|
|
|
* |
|
Calculated based on average shares outstanding for the period. |
|
(1) |
|
Total investment return is calculated assuming a purchase of shares on the first day and a
sale of shares on the last day of the period. |
|
(2) |
|
Amount is less than $0.01 per share. |
|
(3) |
|
In 2009, Robeco fully reimbursed the Acquired Fund for a loss on a transaction not meeting
the Funds investment guidelines, which otherwise would have reduced total return by 0.11% and
net realized and unrealized gain/(loss) on investment by $0.01 per share. |
B-2
STATEMENT OF ADDITIONAL INFORMATION
April 30, 2010
ROBECO BOSTON PARTNERS MID CAP VALUE FUND
(the Acquired Fund, a series of The RBB Fund, Inc.)
AND
JOHN HANCOCK DISCIPLINED VALUE MID CAP FUND
(the Acquiring Fund, a series of John Hancock Funds III)
This Statement of Additional Information (SAI) is not a prospectus. It should be read in
conjunction with the related combined Proxy Statement and Prospectus (also dated April 30, 2010).
This SAI provides additional information about the Acquired and the Acquiring Funds (the Funds).
The Acquired Fund is a series of The RBB Fund, Inc., a Maryland corporation (the Company), and
the Acquiring Fund is a series of John Hancock Funds III, a Massachusetts business trust (the
Trust). Please retain this SAI for further reference.
A copy of the Proxy Statement and Prospectus can be obtained free of charge by writing or
telephoning:
PNC Global Investment Servicing (U.S.) Inc.
301 Bellevue Parkway
Wilmington, Delaware 19809
1888-261-4073
|
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|
|
|
|
|
|
2 |
|
|
|
|
2 |
|
|
|
|
2 |
|
|
|
|
2 |
|
|
|
|
2 |
|
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2 |
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2 |
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2 |
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2 |
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3 |
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3 |
|
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|
3 |
|
|
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|
3 |
|
|
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|
3 |
|
|
|
|
3 |
|
|
|
|
3 |
|
|
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|
3 |
|
|
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|
3 |
|
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3 |
|
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3 |
|
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3 |
|
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4 |
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4 |
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4 |
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4 |
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4 |
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4 |
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4 |
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|
4 |
|
INTRODUCTION
This SAI is intended to supplement the information provided in a combined Proxy Statement and
Prospectus dated April 30, 2010 relating to the proposed reorganization of the Acquired Fund into
the Acquiring Fund (the Reorganization) and in connection with the solicitation by the management
of the Acquired Fund of proxies to be voted at the Special Meeting of Shareholders of the Acquired
Fund to be held on July 7, 2010.
EXHIBITS AND DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference. Shareholders will receive a
copy of each document that is incorporated by reference upon any request to receive a copy of this
SAI.
1. |
|
The SAI dated December 31, 2009 of the Company (File Nos. 811-05518 and 33-20827) with
respect to the Acquired Fund, as filed with the Securities and Exchange Commission (the SEC)
on December 30, 2009 (Accession No. 0001193125-09-262027) (the Company SAI). |
2. |
|
The SAI dated April 26, 2010 of the Trust (File Nos. 811-21777 and 333-125838) with respect
to the Acquiring Fund, as filed with the SEC on March 12, 2010 (Accession No.
0000950123-10-024005) (the Trust SAI). |
3. |
|
The Annual Report of the Company (File No. 811-05518) for the fiscal year ended August 31,
2009 with respect to the Acquired Fund, as filed with the SEC on November 6, 2009 (Accession
No. 0000950123-09-059074). |
ADDITIONAL INFORMATION ABOUT THE ACQUIRING FUND
FUND HISTORY
For additional information about the Acquiring Fund generally and its history, see
Organization of JHF III in the Trust SAI.
DESCRIPTION OF THE FUND AND ITS INVESTMENT RISKS
For additional information about the Acquiring Funds investment objectives, policies, risks
and restrictions, see Investment Policies, Additional Investment Policies, Risk Factors,
Hedging and Other Strategic Transactions and Investment Restrictions in the Trust SAI.
MANAGEMENT OF THE FUND
For additional information about the Trustees of Trust, see Those Responsible for Management
in the Trust SAI.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
For additional information, see Those Responsible for Management in the Trust SAI.
INVESTMENT ADVISORY AND OTHER SERVICES
For additional information, see Investment Advisory and Other Services, Transfer Agent
Services, Custody of Portfolio and Independent Registered Public Accounting Firm in the Trust
SAI.
PORTFOLIO MANAGERS
For additional information, see Additional Information about the Portfolio Managers in the
Trust SAI.
2
BROKERAGE ALLOCATION AND OTHER PRACTICES
For additional information about the Acquiring Funds brokerage allocation practices, see
Portfolio Brokerage in the Trust SAI.
CAPITAL STOCK AND OTHER SECURITIES
For additional information about the voting rights and other characteristics of shares of
beneficial interest of the Acquiring Fund, see Description of the Funds Shares in the Trust SAI.
PURCHASE, REDEMPTION AND PRICING OF SHARES
For additional information about purchase, redemption and pricing of shares of the Acquiring
Fund, see Net Asset Value, Initial Sales Charge on Class A Shares, Special Redemptions,
Additional Services and Programs and Purchases and Redemptions through Third Parties in the
Trust SAI.
TAXATION OF THE FUND
For additional information about tax matters related to an investment in the Acquiring Fund,
see Tax Status in the Trust SAI.
UNDERWRITERS
For additional information about the Acquiring Funds principal underwriter and distribution
plans, see Distribution Agreements and Sales Compensation in the Trust SAI.
FINANCIAL STATEMENTS
Not applicable.
ADDITIONAL INFORMATION ABOUT THE ACQUIRED FUND
FUND HISTORY
For additional information about the Acquired Fund generally and its history, see General
Information in the Company SAI.
DESCRIPTION OF THE FUND AND ITS INVESTMENT RISKS
For additional information about the Acquired Funds investment objectives, policies, risks
and restrictions, see Investment Instruments and Policies and Investment Limitations in the
Company SAI.
MANAGEMENT OF THE FUND
For additional information about the Directors of the Company, see Management of the Company
in the Company SAI.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
For additional information, see Control Persons and Principal Holders of Securities in the
Company SAI.
INVESTMENT ADVISORY AND OTHER SERVICES
For additional information, see Investment Advisory and Other Services in the Company SAI.
3
PORTFOLIO MANAGERS
For additional information, see Investment Advisory and Other Services in the Company SAI.
BROKERAGE ALLOCATION AND OTHER PRACTICES
For additional information about the Acquired Funds brokerage allocation practices, see Fund
Transactions in the Company SAI.
CAPITAL STOCK AND OTHER SECURITIES
For additional information about the voting rights and other characteristics of shares of
beneficial interest of the Acquired Fund, see Additional Information Concerning Company Shares in
the Company SAI.
PURCHASE, REDEMPTION AND PRICING OF SHARES
For additional information about purchase, redemption and pricing of shares of the Acquired
Fund, see Purchase and Redemption Information in the Company SAI.
TAXATION OF THE FUND
For additional information about tax matters related to an investment in the Acquired Fund,
see Taxes in the Company SAI.
UNDERWRITERS
For additional information about the Acquired Funds principal underwriter and distribution
plans, see Distribution Arrangements in the Company SAI.
FINANCIAL STATEMENTS
For additional information, see the annual report of the Acquired Fund, as incorporated by
reference in to the Company SAI and this SAI.
PRO FORMA FINANCIAL INFORMATION
The pro forma information provided herein should be read in conjunction with the annual report
of the Company with respect to the Acquired Fund dated August 31, 2009, which is on file with the
SEC and is available at no charge.
The unaudited pro forma information set forth below for the twelve-month period ended August
31, 2009 is intended to present ratios and supplemental data as if the merger of the Acquired Fund
into the Acquiring Fund had been consummated at September 1, 2008. The merger is intended to
consolidate the Acquired Fund with a similar fund.
The Acquired Fund is advised by Robeco Investment Management, Inc. (Robeco). The Acquiring
Fund is advised by John Hancock Investment Management Services, LLC (JHIMS), and sub-advised by
Robeco. The Acquired Fund is a diversified series of the Company and the Acquiring Fund is a
diversified series of the Trust.
The purpose of the merger is to combine two funds with similar investment objectives. The
combined fund offers economies of scale that may lead to lower shareholder expenses and greater
growth potential.
The Acquired Fund offers two classes of shares: Investor Class shares and Institutional Class
shares. Investor class shares of the Acquired Fund are subject to distribution and service (Rule
12b-1) fees equal to the annual rate of 0.25% of average daily net assets of Investor class shares.
Institutional Class shares of the Acquired
4
Fund are not subject to any distribution and service (Rule 12b-1) fees.
In connection with the Reorganization, Investor Class shareholders of the Acquired Fund will
receive Class A shares of the Acquiring Fund and Institutional Class shareholders of the Acquired
Fund will receive Class I shares of the Acquiring Fund. Class A shares of the Acquiring Fund are
subject to distribution and service (Rule 12b-1) fees equal to the annual rate of 0.25% of the
average daily net assets of Class A shares. After one year following the closing date of the
Reorganization (the Closing Date), the Acquiring Funds Class A share Rule 12b-1 fee may increase
to 0.30% with the approval of the Trusts Board of Trustees. Class I shares of the Acquiring Fund
are not subject to any distribution and service (Rule 12b-1) fees.
The net assets of the Acquired Fund as of March 31, 2010 amounted to approximately
$[ ]. Since the Acquiring Fund had no assets as of March 31, 2010, the net assets of
the combined fund as of that date would have been approximately $[ ].
Each Fund pays its investment adviser management fees equal to an annual percentage of its
average daily net assets. The Acquired Fund pays Robeco annual advisory management fees equal to
0.80% of the Acquired Funds average daily net assets. The Acquiring Fund will pay JHIMS annual
advisory management fees equal to a percentage of the Acquiring Funds average daily net assets, as
shown in the following table.
The advisory fee breakpoints for the Acquiring Fund are:
|
|
|
|
|
First $500 million of Net Assets
|
|
|
0.80 |
% |
Next $500 million of Net Assets
|
|
|
0.775 |
% |
Next $500 million of Net Assets
|
|
|
0.750 |
% |
Next $1 billion of Net Assets
|
|
|
0.725 |
% |
Over $2.5 billion of Net Assets
|
|
|
0.700 |
% |
JHIMS will pay subadvisory fees to Robeco from its own assets and not from the Acquiring
Funds assets.
Robeco has agreed to limit the Net annual operating expenses of the Acquired Funds Investor
Class and Institutional Class shares to 1.25% and 1.00%, respectively, of the average daily net
assets of the relevant class, through December 31, 2011. JHIMS has agreed to limit the
Net annual operating expenses of Class A shares of the Acquiring Fund to 1.25% for the first year
after the Closing Date, and to limit such expenses for Class I and Class ADV shares of the
Acquiring Fund to 1.00% and 1.25%, respectively, for the first two years after the Closing Date.
The following table identifies the various service providers to the Funds, other than each
Funds investment adviser and, with respect to the Acquiring Fund, the subadviser. Each of these
service providers has entered into an agreement with the Company or the Trust, as the case may be,
that governs the provision of services to the Funds.
|
|
|
|
|
|
|
Acquired Fund |
|
Acquiring Fund |
Distributor
|
|
PFPC Distributors, Inc.
|
|
John Hancock Funds, LLC |
Transfer agent
|
|
PNC Global Investment
Servicing (U.S.) Inc.
|
|
John Hancock Signature Services, Inc. |
Custodian
|
|
PFPC Trust Company
|
|
State Street Bank & Trust Company |
Independent
registered public
accounting firm
|
|
Ernst & Young LLP
|
|
PricewaterhouseCoopers LLP |
On a pro forma basis, for the twelve months ended August 31, 2009, the proposed reorganization
would have resulted in no change in management fees, and a decrease in other operating expenses
(including custodian fees and audit fees) of approximately $36,014 for Class A and $86,210 for
Class I, resulting in a decrease of
5
approximately $0.02 per share for Class A, and a decrease of approximately $0.02 per share for
Class I in the combined funds expense ratios.
No significant accounting policies will change as a result of the proposed reorganization,
specifically, policies regarding valuation of portfolio securities or compliance with Subchapter M
of the Internal Revenue Code of 1986, as amended.
The merger is expected to be tax-free for federal income tax purposes. This means that no
gain or loss will be recognized by the Acquired Fund or its shareholders as a result of the merger.
The aggregate tax basis of the Acquiring Fund shares received by the shareholders of the Acquired
Fund will be the same as the aggregate tax basis that the shareholders of the Acquired Fund had
with respect to their shares of the Acquired Fund immediately before the merger. At August 31,
2009, the Acquired Fund had capital loss carry forwards of $2,550,027 that expire in 2017.
JHIMS and Robeco will pay the costs incurred in connection with entering into and carrying out
the provisions of the Agreement and Plan of Reorganization, whether or not the reorganization
occurs.
6
PART
C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION
No change from the information set forth in Item 25 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 March 12, 2010 (Accession No. 0000950123-10-024005), which information is
incorporated herein by reference.
ITEM 16. EXHIBITS
|
|
|
|
|
|
|
Exhibit No. |
|
Exhibit Description |
|
Note |
(1)
|
|
Amended and Restated Declaration of Trust dated August 12, 2005.
|
|
|
(1 |
) |
|
|
|
|
|
|
|
(2)
|
|
By-Laws dated June 9, 2005.
|
|
|
(2 |
) |
|
|
|
|
|
|
|
(3)
|
|
Not applicable. |
|
|
|
|
|
|
|
|
|
|
|
(4)
|
|
Form of Agreement and Plan of Reorganization.
|
|
|
(+ |
) |
|
|
|
|
|
|
|
(5)
|
|
Instruments Defining Rights of Security Holders, see Exhibits (1) and (2). |
|
|
|
|
|
|
|
|
|
|
|
(6)(a)
|
|
Advisory Agreement dated July 1, 2009 between the Registrant and John Hancock
Investment Management Services, LLC (JHIMS).
|
|
|
(3 |
) |
|
|
|
|
|
|
|
(6)(b)
|
|
Form of Advisory Agreement relating to the John Hancock Disciplined Value Mid
Cap Fund, between the Registrant and JHIMS.
|
|
|
(3 |
) |
|
|
|
|
|
|
|
(6)(c)
|
|
Form of Subadvisory Agreement between JHIMS and Robeco Investment Management,
Inc. (RIM).
|
|
|
(3 |
) |
|
|
|
|
|
|
|
(7)
|
|
Distribution Agreement between John Hancock Funds, LLC and Registrant.
|
|
|
(1 |
) |
|
|
|
|
|
|
|
(8)
|
|
Not applicable. |
|
|
|
|
|
|
|
|
|
|
|
(9)
|
|
Custody Agreement between Registrant and State Street Bank & Trust Co.
|
|
|
(1 |
) |
|
|
|
|
|
|
|
(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.
|
|
|
(4 |
) |
|
|
|
1 |
|
Incorporated by reference to an exhibit filed
with pre-effective amendment no. 2 to Registrants 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 Registrants 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). |
|
+ |
|
Filed herewith as Exhibit A to the Proxy
Statement and Prospectus included in Part A of this Registration Statement. |
|
3 |
|
Incorporated by reference to an exhibit filed
with post-effective amendment no. 21 to Registrants 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). |
|
4 |
|
Incorporated by reference to an exhibit filed
with post-effective amendment no. 3 to Registrants 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). |
|
# |
|
Filed herewith. |
|
|
|
|
|
|
|
Exhibit No. |
|
Exhibit Description |
|
Note |
(10)(b)
|
|
Amended and Restated Multiple Class Plan pursuant to Rule 18f-3.
|
|
|
(5 |
) |
|
|
|
|
|
|
|
(11)
|
|
Opinion and Consent of Counsel.
|
|
|
(# |
) |
|
|
|
|
|
|
|
(12)
|
|
Form of 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.
|
|
|
(3 |
) |
|
|
|
|
|
|
|
(13)(b)
|
|
Expense Limitation Agreement dated January 8, 2010 between the Registrant and
JHIMS.
|
|
|
(3 |
) |
|
|
|
|
|
|
|
(14)
|
|
Consent of Independent Registered Public Accounting Firm (Ernst & Young, LLP).
|
|
|
(# |
) |
|
|
|
|
|
|
|
(15)
|
|
Not applicable. |
|
|
|
|
|
|
|
|
|
|
|
(16)
|
|
Powers of Attorney.
|
|
|
(# |
) |
|
|
|
|
|
|
|
(17)(a)
|
|
Code of Ethics of JHIMS, MFC, and each John Hancock open-end and closed-end
fund dated January 1, 2010.
|
|
|
(3 |
) |
|
|
|
|
|
|
|
(17)(b)
|
|
Code of Ethics of RIM.
|
|
|
(6 |
) |
|
|
|
|
|
|
|
(17)(c)
|
|
Form of Proxy Card.
|
|
|
(# |
) |
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.
(3) The undersigned registrant agrees that a final form of the Opinion and Consent of K&L Gates LLP
regarding certain tax matters and consequences to shareholders discussed in the Combined Proxy
Statement and Prospectus will be filed in a post-effective amendment to this registration
statement.
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.
|
|
|
5 |
|
Incorporated by reference to an exhibit filed
with post-effective amendment no. 9 to Registrants 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). |
|
6 |
|
Incorporated by reference to an exhibit filed
with post-effective amendment no. 23 to Registrants 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). |
C-4
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 23rd day
of March 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
|
|
March 23, 2010 |
|
|
|
|
|
/s/ Charles A. Rizzo
Charles A. Rizzo
|
|
Chief Financial Officer (Chief Accounting Officer)
|
|
March 23, 2010 |
|
|
|
|
|
/s/ James R. Boyle*
James R. Boyle
|
|
Trustee
|
|
March 23, 2010 |
|
|
|
|
|
/s/ James F. Carlin*
James F. Carlin
|
|
Trustee
|
|
March 23, 2010 |
|
|
|
|
|
/s/ William H. Cunningham*
William H. Cunningham
|
|
Trustee
|
|
March 23, 2010 |
|
|
|
|
|
/s/Deborah C. Jackson*
Deborah C. Jackson
|
|
Trustee
|
|
March 23, 2010 |
|
|
|
|
|
/s/ Charles L. Ladner*
Charles L. Ladner
|
|
Trustee
|
|
March 23, 2010 |
|
|
|
|
|
/s/ Stanley Martin*
Stanley Martin
|
|
Trustee
|
|
March 23, 2010 |
|
|
|
|
|
/s/ Patti McGill Peterson*
Patti McGill Peterson
|
|
Trustee
|
|
March 23, 2010 |
|
|
|
|
|
/s/ John A. Moore*
John A. Moore
|
|
Trustee
|
|
March 23, 2010 |
|
|
|
|
|
/s/ Steven R. Pruchansky*
Steven R. Pruchansky
|
|
Trustee
|
|
March 23, 2010 |
|
|
|
|
|
/s/ Gregory A. Russo*
Gregory A. Russo
|
|
Trustee
|
|
March 23, 2010 |
|
|
|
|
|
/s/ John G. Vrysen*
John G. Vrysen
|
|
Trustee
|
|
March 23, 2010 |
|
|
|
|
|
*By:
|
|
/s/ David D. Barr
David D. Barr
Attorney-In-Fact, under
Power of Attorney filed herewith.
|
|
|
C-5
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
Description |
|
|
|
(4)
|
|
Form of Agreement and Plan of Reorganization (filed as Exhibit A to the Proxy
Statement and Prospectus included in Part A of this Registration Statement). |
|
|
|
(11)
|
|
Opinion and Consent of Counsel. |
|
|
|
(12)
|
|
Form of Opinion as to Tax Matters and Consent. |
|
|
|
(14)
|
|
Consent of Independent Registered Public Accounting Firm (Ernst & Young, LLP). |
|
|
|
(16)
|
|
Powers of Attorney. |
|
|
|
(17)(c)
|
|
Form of Proxy Card. |