John Hancock Asset-Based Lending Fund Sample Contracts

Master Custodian Agreement
Master Custodian Agreement • June 30th, 2022 • John Hancock Asset-Based Lending Fund • Massachusetts
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AGREEMENT AND DECLARATION OF TRUST OF JOHN HANCOCK ASSET-BASED LENDING FUND 200 Berkeley Street Boston, Massachusetts 02116 Dated September 27, 2021
Agreement and Declaration • October 12th, 2021 • John Hancock Asset-Based Lending Fund

AGREEMENT AND DECLARATION OF TRUST made this 27th day of September, 2021, by the undersigned (together with all other persons from time to time duly elected, qualified and serving as Trustees in accordance with the provisions of Article II hereof, the “Trustees”);

JOHN HANCOCK ASSET-BASED LENDING FUND ADVISORY AGREEMENT
Advisory Agreement • June 30th, 2022 • John Hancock Asset-Based Lending Fund • Massachusetts

Agreement dated June 15, 2022, between John Hancock Asset-Based Lending Fund, a Massachusetts business trust (the “Fund”), and John Hancock Investment Management LLC, a Delaware limited liability company (“JHIM” or the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

Re: Agreement to Waive Advisory Fees and Reimburse Expenses
John Hancock Asset-Based Lending Fund • February 23rd, 2024

John Hancock Variable Trust Advisers LLC (formerly John Hancock Investment Management Services, LLC) and John Hancock Investment Management LLC (formerly John Hancock Advisers, LLC) (collectively, the “Advisers”), each an investment adviser to the investment companies listed in Appendix A (collectively, the “John Hancock Funds”), hereby notify you as follows:

Services Agreement
Services Agreement • February 23rd, 2024 • John Hancock Asset-Based Lending Fund • New York

Fund(s) and Management may be referred to collectively as “Client.” SS&C and Client each may be referred to individually as a “Party” or collectively as “Parties.”

Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • June 30th, 2022 • John Hancock Asset-Based Lending Fund • Massachusetts

This Transfer Agency and Service Agreement (“Agreement”) dated as of June 15, 2022 and effective as of June 15, 2022, is by and between State Street Bank and Trust Company, a Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and each registered investment company identified on Schedule A hereto, each a Massachusetts business trust having its principal office and place of business at 200 Berkeley Street, Boston, MA 02116 (each, a “Trust”).

MASTER AGREEMENT SS&C DIGITAL SOLUTIONS SERVICES
Master Agreement • February 23rd, 2024 • John Hancock Asset-Based Lending Fund • New York

Funds may be referred to collectively as “Customer.” SS&C and Customer each may be referred to individually as a “Party” or collectively as “Parties.”

AMENDMENT NUMBER 2 to SS&C DIGITAL SOLUTIONS MASTER AGREEMENT
Digital Solutions Master Agreement • February 23rd, 2024 • John Hancock Asset-Based Lending Fund

This Amendment Number 2 (the “Amendment”), effective as of October 24, 2023 (the “Amendment Effective Date”), is by and between the investment vehicles listed in Schedule C of the Agency Agreement (collectively, the “Funds”) and SS&C GIDS, Inc., (“SS&C”). The Funds and SS&C entered into that SS&C Digital Solutions Master Agreement dated as of September 25, 2023, as amended from time to time (the “Agreement”).

INITIAL SUBSCRIPTION AGREEMENT
Initial Subscription Agreement • June 30th, 2022 • John Hancock Asset-Based Lending Fund

This Agreement is made as of the 16th day of June , 2022 between John Hancock Life Insurance Company (USA) , a stock life insurance company (“JHUSA”) , and John Hancock Asset-Based Lending Fund, a Massachusetts trust (the “Fund”).

AMENDMENT TWO
Two • February 23rd, 2024 • John Hancock Asset-Based Lending Fund

This amendment (the “Amendment”) between the parties signing below (the “Parties”) amends the Existing Agreement as of October 23, 2023:

Boston, MA 02116 Re: Expense Limitation Letter Agreement
John Hancock Asset-Based Lending Fund • June 30th, 2022

With reference to the Advisory Agreement approved by the Board and entered into by and between John Hancock Investment Management LLC (the “Adviser”) and John Hancock Asset-Based Lending Fund (the “Fund”), we hereby notify you as follows:

To the Trustees of the John Hancock Group of Funds Boston, MA 02116 Re: Agreement to Waive Advisory Fees and Reimburse Expenses
John Hancock Asset-Based Lending Fund • June 30th, 2022

John Hancock Variable Trust Advisers LLC (formerly John Hancock Investment Management Services, LLC) and John Hancock Investment Management LLC (formerly John Hancock Advisers, LLC) (collectively, the “Advisers”), each an investment adviser to the investment companies listed in Appendix A (collectively, the “John Hancock Funds”), hereby notify you as follows:

JOHN HANCOCK ASSET-BASED LENDING FUND SUBADVISORY AGREEMENT
Subadvisory Agreement • June 30th, 2022 • John Hancock Asset-Based Lending Fund • Massachusetts

AGREEMENT made this 15th day of June, 2022, between John Hancock Investment Management LLC (formerly, John Hancock Advisers, LLC), a Delaware limited liability company (the “Adviser”), and Marathon Asset Management, LP, a Delaware limited partnership, (“Marathon” or the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:

John Hancock Investment Management LLC 200 Berkeley Street Boston, MA 02116
John Hancock Asset-Based Lending Fund • February 23rd, 2024
INITIAL SUBSCRIPTION AGREEMENT
Initial Subscription Agreement • June 30th, 2022 • John Hancock Asset-Based Lending Fund

This Agreement is made as of the 16th day of June , 2022 between Manulife Reinsurance (Bermuda) Ltd. , a Bermuda limited company (“MRBL”), and John Hancock Asset-Based Lending Fund, a Massachusetts trust (the “Fund”).

Distribution Agreement
Distribution Agreement • June 30th, 2022 • John Hancock Asset-Based Lending Fund

John Hancock Asset-Based Lending Fund (the “Fund”) has been organized as a business trust under the laws of The Commonwealth of Massachusetts to engage in the business of an investment company. The Fund’s Board of Trustees has selected you to act as principal underwriter (as such term is defined in Section 2(a)(29) of the Investment Company Act of 1940, as amended) of the shares of beneficial interest (“Shares”) of the Fund and you are willing, as agent for the Fund, to sell the Shares to the public, to broker-dealers or to both, in the manner and on the conditions hereinafter set forth. Accordingly, the Fund hereby agrees with you as follows:

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