Correspondence 0001683863-24-009245 from John Hancock GA Mortgage Trust (CIK 0001742952)
John Hancock GA Mortgage Trust (CIK 0001742952)
Date: Dec. 17, 2024 · CIK: 0001742952 · Accession: 0001683863-24-009245
AI Filing Summary & Sentiment
File numbers found in text: 811-00560, 811-02402, 811-03006, 811-04651, 811-05968, 811-05979, 811-23418, 811-23748
Letter
VIA EDGAR Division of Investment Management Securities and Exchange Commission Attention: David Manion John Hancock Municipal Securities Trust Form N-CSR Annual Reports to Shareholders (“Form N-CSR”) for the Period Ended May 31, 2024; File No. 811-05968 John Hancock Sovereign Bond Fund Form N-CSR Annual Reports to Shareholders (“Form N- CSR”) for the Period Ended May 31, 2024; File No. 811-02402 John Hancock Strategic Series Trust Form N-CSR Annual Reports to Shareholders (“Form N- CSR”) for the Period Ended May 31, 2024; File No. 811-04651 John Hancock Investment Trust Form N-CSR Annual Reports to Shareholders (“Form N-CSR”) for the Period Ended March 31, 2024; File No. 811-00560
Dear Mr. Manion:
This letter responds to the comments of the Staff of the Securities and Exchange Commission (“SEC”), which were conveyed to us by telephone on November 19, 2024 with respect to the filings on Form N-CSR for the John Hancock Funds listed on Annex A, attached hereto. The Staff’s comments are set forth below, each followed by the respective fund’s response.
Securities and Exchange Commission
December 17, 2024
Page 2 of 4
1.Comment: For John Hancock GA Mortgage Trust, please confirm whether the fund is still operating as a non-diversified fund as required by the Investment Company Act of 1940 (the ’40 Act) section 13a-1.
Response: The John Hancock GA Mortgage Trust is operating as a diversified investment company under the 1940 Act and will update its disclosure documents to reflect this fact.
2.Comment: For John Hancock GA Mortgage Trust, the top 10 issuers chart omits certain short-term investments, but they haven’t been classified or identified in the portfolio of investments as cash equivalents. Please consider revising presentation going forward and provide definitions surrounding the chart to be consistent.
Response: Going forward we plan to revise the statement to say, “Cash and short-term investments are not included.”
3.Comment: In Form N-CEN for John Hancock GA Mortgage Trust and John Hancock Asset-Based Lending Fund, the management fee as a percentage of net assets response in D.8 was 0.20% and 1.24%, respectively; however, in the Notes to financial statements it was 0.22% for John Hancock GA Mortgage Trust and 1.35% for John Hancock Asset-Based Lending Fund. Please describe the discrepancy.
Response: For Form N-CEN, the funds calculate and report this item as management fee on the Statement of operations divided by net assets at period end per the instructions (Provide the Fund’s advisory fee as of the end of the reporting period as a percentage of net assets). The Notes to financial statements disclose the contractual rate as a percentage of average net assets or managed assets.
4.Comment: In Form N-CEN, for John Hancock Asset-Based Lending Fund, the net annual operating expenses as a percentage of nets assets response in D.9 was 2.30%, however, in the Financial highlights it was 2.50%. Please describe the discrepancy.
Response: For Form N-CEN, the fund calculated and reported this item as net annual operating expenses on the Statement of operations divided by net assets at period end per the instructions ((Net annual operating expenses - provide the Fund’s net annual operating expenses as of the end of the reporting period (net of any waivers or reimbursements) as a percentage of net assets). In the financial highlights, we calculate and report the net expense ratio as net operating expenses divided by average net assets.
5.Comment: For John Hancock Asset-Based Lending Fund, the Growth of 10K chart starts at $10,000, however, the registration document states the minimum initial investment is $1 million. Please explain.
Response: The registration document notes that the minimum investment amounts may be reduced or waived by the fund at the fund’s sole discretion. As there are multiple individual shareholders with initial investments substantially less than $1 million, the starting point for the Growth of $10k chart has been selected to be the standard $10,000.
6.Comment: For John Hancock Asset-Based Lending Fund, please confirm that the significant subsidiary test was performed for the investment in MSN 803 Trust as required by S-X Rule 1-02(w) (Rule 3-09 and 4-08(g)).
Response: Confirmed.
Securities and Exchange Commission
December 17, 2024
Page 3 of 4
7.Comment: For John Hancock Asset-Based Lending Fund, please clarify whether MSN 803 Trust is held as an equity or fixed income instrument. The Portfolio of investments shows par value for the holding; however, this position appears to be an equity. If this position is a fixed income security, please include terms in the Portfolio of investments on a going forward basis.
Response: The fund holds a beneficial ownership in MSN 803 Trust. Going forward, the column header for this position will be modified.
8.Comment: For John Hancock Asset-Based Lending Fund, please indicate if any of the loans held in the fund are unitranche loans. If applicable, please provide disclosures related to the risks associated with these investments in both the prospectus and shareholder reports.
Response: The fund does not hold unitranche loans.
9.Comment: For John Hancock High Yield Fund, please confirm there are no unfunded term loans held in the fund as of 5-31-2024.
Response: Confirmed.
10.Comment: For all Form N-CSR filings going forward, ensure certifications and required signatures reference principal financial officer and principal executive officer in the signing block on all documents.
Response: The funds currently define these terms in the response to Item 2, Code of Ethics. We will ensure, on a going forward basis, that the “principal financial officer” and “principal executive officer” designations display in the signature blocks.
We hope that these foregoing responses adequately address the Staff’s comments. If you have any questions, please do not hesitate to contact me via e-mail at sschiavone@jhancock.com .
Sincerely,
/s/ Salvatore Schiavone Salvatore Schiavone Treasurer
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CORRESP 1 filename1.htm November 2024 SEC Comments John Hancock Group of Funds 200 Berkeley Street Boston, Massachusetts 02116 December 17, 2024 VIA EDGAR Division of Investment Management Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: David Manion Re: Closed End Fund John Hancock GA Mortgage Trust Form N-CSR Annual Reports to Shareholders (“Form N- CSR”) and Form N-CEN (“Form N-CEN”) for the Period Ended December 31, 2023; File No. 811-23418 John Hancock Asset-Based Lending Fund Form N-CSR Annual Reports to Shareholders (“Form N-CSR”) and Form N-CEN (“Form N-CEN”) for the Period Ended October 31, 2023; File No. 811-23748 Open End Funds John Hancock Bond Trust Form N-CSR Annual Reports to Shareholders (“Form N-CSR”) for the Period Ended May 31, 2024; File No. 811-03006 John Hancock California Tax-Free Income Fund Form N-CSR Annual Reports to Shareholders (“Form N-CSR”) for the Period Ended May 31, 2024; File No. 811-05979 John Hancock Municipal Securities Trust Form N-CSR Annual Reports to Shareholders (“Form N-CSR”) for the Period Ended May 31, 2024; File No. 811-05968 John Hancock Sovereign Bond Fund Form N-CSR Annual Reports to Shareholders (“Form N- CSR”) for the Period Ended May 31, 2024; File No. 811-02402 John Hancock Strategic Series Trust Form N-CSR Annual Reports to Shareholders (“Form N- CSR”) for the Period Ended May 31, 2024; File No. 811-04651 John Hancock Investment Trust Form N-CSR Annual Reports to Shareholders (“Form N-CSR”) for the Period Ended March 31, 2024; File No. 811-00560 Dear Mr. Manion: This letter responds to the comments of the Staff of the Securities and Exchange Commission (“SEC”), which were conveyed to us by telephone on November 19, 2024 with respect to the filings on Form N-CSR for the John Hancock Funds listed on Annex A, attached hereto. The Staff’s comments are set forth below, each followed by the respective fund’s response. Securities and Exchange Commission December 17, 2024 Page 2 of 4 1.Comment: For John Hancock GA Mortgage Trust, please confirm whether the fund is still operating as a non-diversified fund as required by the Investment Company Act of 1940 (the ’40 Act) section 13a-1. Response: The John Hancock GA Mortgage Trust is operating as a diversified investment company under the 1940 Act and will update its disclosure documents to reflect this fact. 2.Comment: For John Hancock GA Mortgage Trust, the top 10 issuers chart omits certain short-term investments, but they haven’t been classified or identified in the portfolio of investments as cash equivalents. Please consider revising presentation going forward and provide definitions surrounding the chart to be consistent. Response: Going forward we plan to revise the statement to say, “Cash and short-term investments are not included.” 3.Comment: In Form N-CEN for John Hancock GA Mortgage Trust and John Hancock Asset-Based Lending Fund, the management fee as a percentage of net assets response in D.8 was 0.20% and 1.24%, respectively; however, in the Notes to financial statements it was 0.22% for John Hancock GA Mortgage Trust and 1.35% for John Hancock Asset-Based Lending Fund. Please describe the discrepancy. Response: For Form N-CEN, the funds calculate and report this item as management fee on the Statement of operations divided by net assets at period end per the instructions (Provide the Fund’s advisory fee as of the end of the reporting period as a percentage of net assets). The Notes to financial statements disclose the contractual rate as a percentage of average net assets or managed assets. 4.Comment: In Form N-CEN, for John Hancock Asset-Based Lending Fund, the net annual operating expenses as a percentage of nets assets response in D.9 was 2.30%, however, in the Financial highlights it was 2.50%. Please describe the discrepancy. Response: For Form N-CEN, the fund calculated and reported this item as net annual operating expenses on the Statement of operations divided by net assets at period end per the instructions ((Net annual operating expenses - provide the Fund’s net annual operating expenses as of the end of the reporting period (net of any waivers or reimbursements) as a percentage of net assets). In the financial highlights, we calculate and report the net expense ratio as net operating expenses divided by average net assets. 5.Comment: For John Hancock Asset-Based Lending Fund, the Growth of 10K chart starts at $10,000, however, the registration document states the minimum initial investment is $1 million. Please explain. Response: The registration document notes that the minimum investment amounts may be reduced or waived by the fund at the fund’s sole discretion. As there are multiple individual shareholders with initial investments substantially less than $1 million, the starting point for the Growth of $10k chart has been selected to be the standard $10,000. 6.Comment: For John Hancock Asset-Based Lending Fund, please confirm that the significant subsidiary test was performed for the investment in MSN 803 Trust as required by S-X Rule 1-02(w) (Rule 3-09 and 4-08(g)). Response: Confirmed. Securities and Exchange Commission December 17, 2024 Page 3 of 4 7.Comment: For John Hancock Asset-Based Lending Fund, please clarify whether MSN 803 Trust is held as an equity or fixed income instrument. The Portfolio of investments shows par value for the holding; however, this position appears to be an equity. If this position is a fixed income security, please include terms in the Portfolio of investments on a going forward basis. Response: The fund holds a beneficial ownership in MSN 803 Trust. Going forward, the column header for this position will be modified. 8.Comment: For John Hancock Asset-Based Lending Fund, please indicate if any of the loans held in the fund are unitranche loans. If applicable, please provide disclosures related to the risks associated with these investments in both the prospectus and shareholder reports. Response: The fund does not hold unitranche loans. 9.Comment: For John Hancock High Yield Fund, please confirm there are no unfunded term loans held in the fund as of 5-31-2024. Response: Confirmed. 10.Comment: For all Form N-CSR filings going forward, ensure certifications and required signatures reference principal financial officer and principal executive officer in the signing block on all documents. Response: The funds currently define these terms in the response to Item 2, Code of Ethics. We will ensure, on a going forward basis, that the “principal financial officer” and “principal executive officer” designations display in the signature blocks. We hope that these foregoing responses adequately address the Staff’s comments. If you have any questions, please do not hesitate to contact me via e-mail at sschiavone@jhancock.com . Sincerely, /s/ Salvatore Schiavone Salvatore Schiavone Treasurer John Hancock Group of Funds Securities and Exchange Commission December 17, 2024 Page 4 of 4 Annex A Count Series ID FYE File # Series Name Registrant Name 1 12/31/2023 811-23418 John Hancock GA Mortgage Trust John Hancock GA Mortgage Trust 2 10/31/2023 811-23748 John Hancock Asset-Based Lending Fund John Hancock Asset-Based Lending Fund 3 S000000615 5/31/2024 811-03006 John Hancock Investment Grade Bond Fund JOHN HANCOCK BOND TRUST 4 S000055876 5/31/2024 811-03006 John Hancock ESG Core Bond Fund JOHN HANCOCK BOND TRUST 5 S000065984 5/31/2024 811-03006 John Hancock Short Duration Bond Fund JOHN HANCOCK BOND TRUST 6 S000000614 5/31/2024 811-03006 John Hancock High Yield Fund JOHN HANCOCK BOND TRUST 7 S000000594 5/31/2024 811-03006 John Hancock Government Income Fund JOHN HANCOCK BOND TRUST 8 S000000616 5/31/2024 811-05979 John Hancock California Municipal Bond JOHN HANCOCK CALIFORNIA Fund TAX-FREE INCOME FUND 9 S000000651 5/31/2024 811-05968 John Hancock High Yield Municipal Bond JOHN HANCOCK MUNICIPAL Fund SECURITIES TRUST 10 S000000652 5/31/2024 811-05968 John Hancock Municipal Opportunities Fund JOHN HANCOCK MUNICIPAL SECURITIES TRUST 11 S000076502 5/31/2024 811-05968 John Hancock Short Duration Municipal JOHN HANCOCK MUNICIPAL Opportunities Fund SECURITIES TRUST 12 S000000646 5/31/2024 811-02402 John Hancock Bond Fund JOHN HANCOCK SOVEREIGN BOND FUND 13 S000065850 5/31/2024 811-04651 John Hancock Managed Account Shares JOHN HANCOCK STRATEGIC Securitized Debt Portfolio SERIES 14 S000065849 5/31/2024 811-04651 John Hancock Managed Account Shares Non- JOHN HANCOCK STRATEGIC Investment-Grade Corporate Bond Portfolio SERIES 15 S000065848 5/31/2024 811-04651 John Hancock Managed Account Shares JOHN HANCOCK STRATEGIC Investment-Grade Corporate Bond Portfolio SERIES 16 S000083451 5/31/2024 811-04651 John Hancock Managed Account Shares Bond JOHN HANCOCK STRATEGIC Completion Portfolio SERIES 17 S000077548 5/31/2024 811-04651 John Hancock Managed Account Shares Non- JOHN HANCOCK STRATEGIC Investment-Grade Municipal Bond Portfolio SERIES 18 S000000648 5/31/2024 811-04651 John Hancock Income Fund JOHN HANCOCK STRATEGIC SERIES 19 S000072133 3/31/2024 811-00560 John Hancock Mid Cap Growth Fund JOHN HANCOCK INVESTMENT TRUST 20 S000061352 3/31/2024 811-00560 John Hancock Diversified Real Assets Fund JOHN HANCOCK INVESTMENT TRUST 21 S000076681 3/31/2024 811-00560 John Hancock Fundamental Equity Income JOHN HANCOCK INVESTMENT Fund TRUST 22 S000083460 3/31/2024 811-00560 John Hancock Global Climate Action Fund JOHN HANCOCK INVESTMENT TRUST