SecProbe.io

April 2, 2024
 VIA ENCRYPTED E-MAIL
Betsy Anne Seel, Esq.
200 Berkeley Street
Boston, Massachusetts 02116

Re: John Hancock Multi Asset Credit Fund N-2
    File No. 811-23937; 333-277684
Dear Ms. Seel:
On March 6, 2024, you filed a registration statement on Form N-2 for John Hancock
Multi Asset Credit Fund (the “Fund”).  Our comments are se t forth below.  For convenience,
we generally organized our comments using the headings, defined terms and page numbers from
the registration statement.  Where a comment is made with respect to the disclosure in one
location of the filing, it applies to all similar disclosure found elsewhere.

COVER PAGE
1. On the cover page, please confirm that the fund will remove the brackets around the phrase
“[has adopted a fundamental policy]”.
2. Given that the Fund is an interval fund, please revise the cover page to specify the anticipated
frequency of such offers; the intervals betwee n deadlines for repurchase requests, pricing and
repayment and, if applicable, the anticipated ti ming of the fund's initia l repurchase offer. The
Fund should include a cross-reference to those sections of the prospectus that discuss the
Fund's repurchase policies and the attendant risks.
3. The Fund’s investment objective is to generate “attractive risk -adjusted returns and current
income.”  Please disclose in plain English what “risk -adjus ted” returns means.
PROSPECTUS
Prospectus Summary – Investment Strategies (page 4)
4. The fourth bullet under “ABS” refers to “esoteric credit ”.  Please disclose what esoteric
credit is in plain English.
Prospectus Summary – Other Investment Strategies (page 8)
5. The last two sentences before the “Co -Investment” header state the Fund may invest through
one or more special purpose acquisi tion vehicles that are wholly-owned subsidiaries.  Please
disclose that the Fund does not intend to create or acquire primary control of any entity
which primarily engages in inve stment activities in securities or other assets other than
entities wholly-owned by the Fund.

Betsy Anne Seel, Esq.
Page 2
April 2, 2024

Please also respond to the following comments regarding subsidiaries:
a. Please confirm to us that the financial stateme nts of any wholly-owned or substantially-
owned subsidiaries will be consolidated with those of the Fund.
b. Please confirm to us if any of the Fund’s subsidiaries will charge a management fee.  If
so, please confirm to us that the managemen t fees (including performance fees) of any
subsidiary whose financial statements are cons olidated with those of the Fund will be
included in the “Advisory Fee” line item of the fee table and any such subsidiary’s
expenses will be included in the “Other  Expenses” line item of the fee table.
c. Please confirm to us that subsidiaries and their  boards of directors will agree to inspection
by the staff of the subsidiary’s books and records, which will be maintained in
accordance with Section 31 of the 1940 Act.
d. If any subsidiary is a foreign entity, please c onfirm to us that the subsidiary and its board
of directors will agree to designate an agent for service of process in the United States.
Prospectus Summary – Expense Limitation Agreement (page 9)
6. Please provide completed disclosure regarding the expense limitation agreement in
correspondence.
7. If acquired fund fees and expenses (AFFE), if  any, are excluded from the waiver, please
disclose.  Also, please confirm to the staff that any waived fees are not subject to recoupment.
Prospectus Summary – Periodic Repurchase Offers (page 11)
8. Please add disclosure explaining that the fund must allow its investors to withdraw or modify
their tenders at any time prior to the repurchase request deadline per Rule 23c-3(b)(6).
9. Please add disclosure that the fund cannot require a minimum number of shares to be
tendered per Rule 23c-3(b)(1).
10. Please explain supplementally whether the Fund’s 21 day  notice period will be shortened as a
result of the exemptive relief that the Fund is currently seeking to receive in order to
repurchase monthly. Please revise this disclosure accordingly.
Prospectus Summary – Summary of Risks (page 12-15)
11. The disclosure notes that principal risks are presented in alphabetical order. Please order the
risks to prioritize the risks that are most likely to adversely affect the Fund’s net asset value,
yield and total return.  Please note that after lis ting the most significant risks to the fund, the
remaining risks may be alphabetized. See ADI 2019-08 - Improving Principal Risks
Disclosure.

Betsy Anne Seel, Esq.
Page 3
April 2, 2024

12. We note there is no limit on credit quality and the fund may invest in below-investment grade
securities.  Please consider adding a separate risk factor regarding below-investment grade
securities.
13. On page 15, please provide more specificity around the “Natural Disasters and Adverse
Weather Conditions”  risk in the fund's principal strategy and risks sections of the prospectus.
Please identify and/or provide more detail about specific regions or areas of the world in
which the fund intends to invest that are more prone to major natural disasters.
Prospectus Summary – Fees and Expenses (page 21)
14. Please provide a completed fee table and example with correspondence as it is material to the
staff's review.
Risk Factors – Distribution Risk (page 32)
15. The prospectus states, "Distributions in any ye ar may include a substa ntial return of capital
component."  Many investors may not fully understa nd a return of capital.  Please clarify in
the prospectus that:  Shareholders who peri odically receive the payment of a dividend or
other distribution consisting of a return of capi tal may be under the impression that they are
receiving net profits when they are not.  Share holders should not assume that the source of a
distribution from the fund is net profit.

a. In addition, please inform us whether the Fund intends to report a distribution rate.  If
the Fund intends to report a distribution rate at any point prior to finalizing its tax
figures, the Fund should disclose the esti mated portion of the distribution rate that
results from return of capital.  In addition, reports containing distribution yields should be accompanied by the total return and/or SEC yield.
Risk Factors – Economic and Market Events Risk (page 33)
16. Please explain why the Fund includes specific ri sk disclosure with respect to Russia.  We
note that the Fund does not reference Russia in its strategy disclosure and does not include
specific disclosure regarding other countries.
STATEMENT OF ADDITIONAL INFORMATION
Compensation Table (page 28)
17. Please provide a completed compensation table with correspondence.
Investment Advisory and Other Services (page 29)
18. Please revise the language in the sixth paragr aph to be consistent with the language regarding
the expense limitation found in the Prospectus Summary. Specifically, please revise the
language about the timing of the advisor’s ability to implement the expen se limitation.

Betsy Anne Seel, Esq.
Page 4
April 2, 2024

Portfolio Managers (page 31-33)
19. Please provide completed information rega rding the fund's portfolio managers in
correspondence including compensation informat ion.  This disclosure should include
information about vehicles and accounts managed by the portfolio managers for each
portfolio manager.  See Item 21.1. of Form N-2.  Please also disclose the structure of, and the
method used to determine the compensation of each portfolio manager and each portfolio manager’s ownership of securities of the Fund.  See Items 21.2 and 21.3 of Form N-2.
PART C – OTHER INFORMATION
Item 25.  Financial Statements and Exhibits
20. Please confirm to us that the legality opinion of K&L Gates LLP will be consistent with Staff
Legal Bulletin 19.
GENERAL COMMENTS
21. Please tell us if you have presented any test the waters materials to potential investors in
connection with this offering.  If so, we may have additional comments.
22. Please confirm that FINRA has reviewed the underwriting terms and arrangements of the
offering and has no objections. See FINRA rule 5110.
23. We note that many portions of your filing are in complete or to be updated by amendment.
We may have additional comments on such portions when you complete them in pre-effective amendments, on disclosures made in response to this letter, on information supplied
supplementally, or on exhibits added in any pre- effective amendment, such as the Fund’s
organizational documents.
24. If you intend to omit certain information from the form of prospectus included with the
registration statement that is declared effect ive in reliance on Rule 430A under the Securities
Act, please identify the omitted information to us supplementally, preferably before filing the
pre-effective amendment.
25. Please supplementally advise us if you have s ubmitted or expect to submit any exemptive
applications or no-action requests in c onnection with your registration statement.
26. Response to this letter should be in the form of a pre-effective amendment filed pursuant to
Rule 472 under the Securities Act.  Where no change will be made in the filing in response to
a comment, please indicate this fact in a supplemental letter and briefly state the basis for your position.
In closing, we remind you that the Fund and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
*  *  *  *  *

Betsy Anne Seel, Esq.
Page 5
April 2, 2024

If you have any questions prior to filing a pre-effective amendment, please call me at
(202) 551-7565 or Jeffrey Foor at (202) 551-6760.
       Sincerely,
       /s/ Elena Stojic
                   Elena Stojic
        Senior Special Counsel cc: Michael Spratt  Keith O’Connell
Jeffrey Foor
 Jeffrey W. Long