Morgan Stanley & Co. Incorporated MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • May 24th, 2011 • John Hancock Hedged Equity & Income Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of February 5, 2010, is by and between Morgan Stanley & Co. Incorporated (“Morgan Stanley,” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 24th, 2011 • John Hancock Hedged Equity & Income Fund • New York
Reference is made to the Underwriting Agreement dated May , 2011 (the “Underwriting Agreement”), by and among John Hancock Hedged Equity & Income Fund (the “Fund”), John Hancock Advisers, LLC (the “Investment Manager”) and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.001 (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 24th, 2011 • John Hancock Hedged Equity & Income Fund • New York
This agreement is between John Hancock Advisers, LLC (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the John Hancock Hedged Equity & Income Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 24th, 2011 • John Hancock Hedged Equity & Income Fund • New York
Reference is made to the Underwriting Agreement dated May , 2011 (the “Underwriting Agreement”), by and among John Hancock Hedged Equity & Income Fund (the “Fund”), John Hancock Advisers, LLC (the “Adviser”), Wellington Management Company, LLP and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
Shares JOHN HANCOCK HEDGED EQUITY & INCOME FUND COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 24th, 2011 • John Hancock Hedged Equity & Income Fund • New York
SYNDICATION FEE AGREEMENTSyndication Fee Agreement • May 24th, 2011 • John Hancock Hedged Equity & Income Fund • New York
This agreement is between John Hancock Advisers, LLC (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the John Hancock Hedged Equity & Income Fund (the “Fund”).
JOHN HANCOCK HEDGED EQUITY & INCOME FUND SUBADVISORY AGREEMENTSubadvisory Agreement • May 24th, 2011 • John Hancock Hedged Equity & Income Fund • Massachusetts
AGREEMENT made this day of May, 2011, between John Hancock Advisers, LLC, a Delaware limited liability company (the “Adviser”), and Wellington Management Company, LLP, a Massachusetts limited liability partnership (the “Subadviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • May 24th, 2011 • John Hancock Hedged Equity & Income Fund
This Agreement is made as of the day of April, 2011 between John Hancock Life Insurance Company (U.S.A.), a Michigan corporation, (“JHLI”), and John Hancock Hedged Equity & Income Fund, a Massachusetts business trust (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 24th, 2011 • John Hancock Hedged Equity & Income Fund • New York
This agreement is between John Hancock Advisers, LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the John Hancock Hedged Equity & Income Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • May 24th, 2011 • John Hancock Hedged Equity & Income Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of May , 2011, by and among Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), John Hancock Advisers, LLC (the “Investment Adviser”) and Wellington Management Company, LLP (the “Sub-Adviser,” and together with the Investment Adviser, the “Advisers”).
