UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811- 22441

John Hancock Hedged Equity & Income Fund (Exact name of registrant as specified in charter)

200 Berkeley Street, Boston, Massachusetts 02116 (Address of principal executive offices) (Zip code)

Salvatore Schiavone

Treasurer

200 Berkeley Street

Boston, Massachusetts 02116

(Name and address of agent for service) Registrant's telephone number, including area code: 617-543-9634

Date of fiscal year end:

December 31

Date of reporting period:

June 30, 2023


ITEM 1. REPORTS TO STOCKHOLDERS.


Semiannual report
John Hancock
Hedged Equity & Income Fund
Closed-end international equity
Ticker: HEQ
June 30, 2023

Managed distribution plan

The fund has adopted a managed distribution plan (Plan). Under the Plan, the fund currently makes quarterly distributions of an amount equal to $0.2900 per share. Effective with the September 2023 quarterly distribution, the Board of Trustees voted to amend its current managed distribution plan. The fund will make quarterly distributions of an amount equal to $0.2500 per share, which will be paid quarterly until further notice. The fund may make additional distributions: (i) for purposes of not incurring federal income tax at the fund level of investment company taxable income and net capital gain, if any, not included in such regular distributions; and (ii) for purposes of not incurring federal excise tax on ordinary income and capital gain net income, if any, not included in such regular distributions.
The Plan provides that the Board of Trustees of the fund may amend the terms of the Plan or terminate the Plan at any time without prior notice to the fund’s shareholders. The Plan is subject to periodic review by the fund’s Board of Trustees.
You should not draw any conclusions about the fund’s investment performance from the amount of the fund’s distributions or from the terms of the fund’s Plan. The fund’s total return at net asset value (NAV) is presented in the "Financial highlights" section.
With each distribution that does not consist solely of net income, the fund will issue a notice to shareholders and an accompanying press release that will provide detailed information regarding the amount and composition of the distribution and other related information. The amounts and sources of distributions reported in the notice to shareholders are only estimates and are not provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income-tax purposes. The fund may, at times, distribute more than its net investment income and net realized capital gains; therefore, a portion of your distribution may result in a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the fund is paid back to you. A return of capital does not necessarily reflect the fund’s investment performance and should not be confused with "yield" or "income". 

A message to shareholders
Dear shareholder,
Global equities performed very well in the first half of 2023, as many of the worries that had weighed on sentiment throughout 2022 began to dissipate. Inflation started to show signs of cooling, allowing central banks to slow their pace of monetary tightening, and fostering hopes that they would largely be finished raising interest rates by year-end. Although higher rates dampened economic activity, global growth remained in positive territory, a much better outcome than investors had been fearing in late 2022. Similarly, corporate earnings—though weakening year-over-year—consistently came in ahead of depressed expectations.
These factors helped offset periodic worries about geopolitical developments and instability in the U.S. banking sector, leading to a robust advance for the broad-based world indexes. The gains were largely led by mega-cap U.S. technology stocks.
In these uncertain times, your financial professional can assist with positioning your portfolio so that it’s sufficiently diversified to help meet your long-term objectives and to withstand the inevitable bouts of market volatility along the way.
On behalf of everyone at John Hancock Investment Management, I’d like to take this opportunity to welcome new shareholders and thank existing shareholders for the continued trust you’ve placed in us.
Sincerely,
Kristie M. Feinberg
Head of Wealth and Asset Management,
United States and Europe
Manulife Investment Management
President and CEO,
John Hancock Investment Management
This commentary reflects the CEO’s views as of this report’s period end and are subject to change at any time. Diversification does not guarantee investment returns and does not eliminate risk of loss. All investments entail risks, including the possible loss of principal. For more up-to-date information, you can visit our website at jhinvestments.com.


Your fund at a glance
INVESTMENT OBJECTIVE

The fund seeks to provide total return with a focus on current income and gains and also consisting of long-term capital appreciation.
AVERAGE ANNUAL TOTAL RETURNS AS OF 6/30/2023 (%)

The MSCI All Country World Index (ACWI) tracks the performance of publicly traded large- and mid-cap stocks of companies in both developed and emerging markets.
It is not possible to invest directly in an index. Index figures do not reflect expenses, which would result in lower returns.
The performance data contained within this material represents past performance, which does not guarantee future results.
Investment returns and principal value will fluctuate and a shareholder may sustain losses. Further, the fund’s performance at net asset value (NAV) is different from the fund’s performance at closing market price because the closing market price is subject to the dynamics of secondary market trading. Market risk may increase when shares are purchased at a premium to NAV or sold at a discount to NAV. Current month-end performance may be higher or lower than the performance cited. The fund’s most recent performance can be found at jhinvestments.com or by calling 800-852-0218.
  SEMIANNUAL REPORT  | JOHN HANCOCK HEDGED EQUITY & INCOME FUND 2

Portfolio summary
SECTOR COMPOSITION AS OF 6/30/2023 (% of net assets)

TOP 10 HOLDINGS AS OF 6/30/2023 (% of net assets)
Merck & Company, Inc. 2.0
Johnson & Johnson 1.9
Philip Morris International, Inc. 1.6
Pfizer, Inc. 1.5
The Home Depot, Inc. 1.4
Cisco Systems, Inc. 1.3
TotalEnergies SE 1.2
National Grid PLC 1.2
Texas Instruments, Inc. 1.1
AXA SA 1.1
TOTAL 14.3
Cash and cash equivalents are not included.
    
3 JOHN HANCOCK HEDGED EQUITY & INCOME FUND | SEMIANNUAL REPORT  

COUNTRY COMPOSITION AS OF 6/30/2023 (% of net assets)
United States 41.0
United Kingdom 10.0
Japan 8.3
France 5.5
Taiwan 3.9
Switzerland 3.7
Canada 3.0
Germany 2.9
China 2.5
Spain 2.1
Other countries 17.1
TOTAL 100.0
  SEMIANNUAL REPORT | JOHN HANCOCK HEDGED EQUITY & INCOME FUND 4

Fund’s investments
AS OF 6-30-23 (unaudited)
        Shares Value
Common stocks 95.6%         $134,228,686
(Cost $138,196,144)          
Communication services 5.9%     8,301,188
Diversified telecommunication services 2.8%      
AT&T, Inc.     25,571 407,857
BCE, Inc.     2,820 128,574
BT Group PLC     41,982 65,330
Chunghwa Telecom Company, Ltd., ADR     13,630 508,263
Koninklijke KPN NV     296,227 1,057,522
KT Corp.     3,628 82,127
Magyar Telekom Telecommunications PLC     22,405 26,547
Orange Polska SA     30,092 51,752
Orange SA     10,264 119,950
Proximus SADP     8,450 63,014
Spark New Zealand, Ltd.     16,001 50,072
Telefonica Brasil SA     10,371 93,721
Telenor ASA     8,144 82,576
Telkom Indonesia Persero Tbk PT     1,984,345 530,857
Verizon Communications, Inc.     18,166 675,594
Entertainment 0.0%      
DeNA Company, Ltd.     3,950 51,435
Interactive media and services 0.0%      
Baidu, Inc., Class A (A)     819 13,969
Media 2.0%      
Comcast Corp., Class A     22,076 917,258
Criteo SA, ADR (A)     364 12,281
Fuji Media Holdings, Inc.     1,335 14,002
Hakuhodo DY Holdings, Inc.     4,370 46,129
Megacable Holdings SAB de CV, Series CPO     20,589 47,705
Metropole Television SA     3,192 45,218
Nippon Television Holdings, Inc.     6,560 62,491
Omnicom Group, Inc.     2,527 240,444
RTL Group SA     1,554 62,208
Television Francaise 1     7,345 50,459
TV Asahi Holdings Corp.     3,950 45,120
WPP PLC     113,030 1,184,757
Wireless telecommunication services 1.1%      
Far EasTone Telecommunications Company, Ltd.     216,924 547,846
KDDI Corp.     16,410 506,792
MTN Group, Ltd.     1,772 13,019
Taiwan Mobile Company, Ltd.     161,576 496,299
5 JOHN HANCOCK HEDGED EQUITY & INCOME FUND | SEMIANNUAL REPORT SEE NOTES TO FINANCIAL STATEMENTS

        Shares Value
Consumer discretionary 7.7%     $10,817,112
Automobile components 0.9%      
Bridgestone Corp.     13,200 542,278
Continental AG     896 67,693
Hankook Tire & Technology Company, Ltd.     2,243 58,847
Hyundai Mobis Company, Ltd.     587 103,927
NOK Corp.     3,335 48,917
Stanley Electric Company, Ltd.     4,038 81,835
Sumitomo Electric Industries, Ltd.     7,450 91,279
Sumitomo Rubber Industries, Ltd.     5,980 58,126
Tachi-S Company, Ltd.     2,670 28,772
Tokai Rika Company, Ltd.     4,010 59,523
Toyoda Gosei Company, Ltd.     2,480 47,114
Toyota Boshoku Corp.     2,080 37,229
TS Tech Company, Ltd.     4,310 54,507
Unipres Corp.     4,220 34,040
Automobiles 2.2%      
Bajaj Auto, Ltd.     10,160 581,710
Bayerische Motoren Werke AG     3,070 377,632
Dongfeng Motor Group Company, Ltd., H Shares     202,998 93,049
Great Wall Motor Company, Ltd., H Shares     42,140 48,533
Hero MotoCorp, Ltd.     3,433 121,819
Honda Motor Company, Ltd.     5,520 167,222
Isuzu Motors, Ltd.     77,012 934,251
Mercedes-Benz Group AG     1,171 94,255
Nissan Motor Company, Ltd.     25,580 104,984
Renault SA     1,956 82,531
Stellantis NV     7,776 136,708
Subaru Corp.     4,504 84,827
Toyota Motor Corp.     13,919 223,707
Broadline retail 0.5%      
Alibaba Group Holding, Ltd. (A)     3,578 37,246
ASKUL Corp.     4,090 56,921
Next PLC     6,857 601,264
Seria Company, Ltd.     2,410 38,501
Distributors 0.1%      
LKQ Corp.     2,548 148,472
Diversified consumer services 0.0%      
Benesse Holdings, Inc.     360 4,604
Hotels, restaurants and leisure 1.2%      
Darden Restaurants, Inc.     852 142,352
McDonald’s Corp.     1,339 399,571
OPAP SA     32,198 561,479
Sands China, Ltd. (A)     150,220 514,460
SEE NOTES TO FINANCIAL STATEMENTS SEMIANNUAL REPORT | JOHN HANCOCK HEDGED EQUITY & INCOME FUND 6

        Shares Value
Consumer discretionary (continued)      
Household durables 0.5%      
Coway Company, Ltd.     1,582 $52,865
De’ Longhi SpA     2,110 46,127
Garmin, Ltd.     507 52,875
Nikon Corp.     4,745 61,604
Rinnai Corp.     2,630 57,374
Sekisui House, Ltd.     21,303 430,312
Specialty retail 2.2%      
CECONOMY AG (A)     8,478 21,312
Industria de Diseno Textil SA     20,986 814,001
Kingfisher PLC     18,459 54,403
Mr. Price Group, Ltd.     12,689 96,792
The Home Depot, Inc.     6,150 1,910,436
The TJX Companies, Inc.     2,034 172,463
Xebio Holdings Company, Ltd.     4,285 32,407
Textiles, apparel and luxury goods 0.1%      
Sanyo Shokai, Ltd.     1,510 20,166
The Swatch Group AG, Bearer Shares     325 95,027
Yue Yuen Industrial Holdings, Ltd.     21,971 28,763
Consumer staples 9.1%     12,753,779
Beverages 0.9%      
Anhui Gujing Distillery Company, Ltd., B Shares (A)     5,121 88,305
Cia Cervecerias Unidas SA, ADR     1,455 23,615
Coca-Cola Icecek AS     3,226 32,677
Embotelladora Andina SA, Series B, ADR     3,768 58,705
Keurig Dr. Pepper, Inc.     4,263 133,304
Kirin Holdings Company, Ltd.     6,220 90,829
PepsiCo, Inc.     2,094 387,851
The Coca-Cola Company     8,100 487,782
Consumer staples distribution and retail 1.1%      
Atacadao SA     32,636 76,338
BIM Birlesik Magazalar AS     6,592 43,191
Carrefour SA     33,715 638,923
J Sainsbury PLC     13,709 46,864
Koninklijke Ahold Delhaize NV     16,607 566,183
Marks & Spencer Group PLC (A)     7,742 18,977
Sundrug Company, Ltd.     1,191 35,328
Tsuruha Holdings, Inc.     1,085 80,809
Food products 2.7%      
Archer-Daniels-Midland Company     2,383 180,059
Astral Foods, Ltd.     4,027 32,772
General Mills, Inc.     1,262 96,795
7 JOHN HANCOCK HEDGED EQUITY & INCOME FUND | SEMIANNUAL REPORT SEE NOTES TO FINANCIAL STATEMENTS

        Shares Value
Consumer staples (continued)      
Food products (continued)      
Indofood Sukses Makmur Tbk PT     1,153,371 $565,554
Kellogg Company     11,033 743,624
Mondelez International, Inc., Class A     1,697 123,779
Nestle SA     5,936 714,050
Perusahaan Perkebunan London Sumatra Indonesia Tbk PT     224,782 15,019
Salmar ASA     13,170 530,724
Thai Union Group PCL     116,112 42,272
The Kraft Heinz Company     1,489 52,860
Ulker Biskuvi Sanayi AS (A)     19,050 25,262
Uni-President Enterprises Corp.     221,111 542,124
WH Group, Ltd. (B)     143,227 76,279
Household products 1.2%      
Colgate-Palmolive Company     3,806 293,214
Kimberly-Clark Corp.     1,309 180,721
The Procter & Gamble Company     7,949 1,206,181
Personal care products 0.8%      
Unilever PLC     15,811 823,345
Unilever PLC, ADR     5,223 272,275
Tobacco 2.4%      
Altria Group, Inc.     14,262 646,069
British American Tobacco PLC     14,900 495,059
Philip Morris International, Inc.     23,418 2,286,061
Energy 8.5%     11,972,080
Energy equipment and services 0.1%      
Baker Hughes Company     4,432 140,096
Fugro NV (A)     2,633 41,022
Trican Well Service, Ltd.     8,345 22,237
Oil, gas and consumable fuels 8.4%      
ARC Resources, Ltd.     3,141 41,896
BP PLC     40,652 236,691
Cameco Corp.     1,304 40,840
Chevron Corp.     5,765 907,123
China Shenhua Energy Company, Ltd., H Shares     15,827 48,504
Coal India, Ltd.     61,421 173,048
ConocoPhillips     4,482 464,380
Coterra Energy, Inc.     40,224 1,017,667
Diamondback Energy, Inc.     379 49,785
Enbridge, Inc.     22,339 830,324
Eni SpA     22,748 327,489
EOG Resources, Inc.     7,065 808,519
Equinor ASA     36,332 1,057,946
SEE NOTES TO FINANCIAL STATEMENTS SEMIANNUAL REPORT | JOHN HANCOCK HEDGED EQUITY & INCOME FUND 8

        Shares Value
Energy (continued)      
Oil, gas and consumable fuels (continued)      
Exxon Mobil Corp.     10,784 $1,156,584
Inpex Corp.     6,761 74,279
Oil & Natural Gas Corp., Ltd.     183,479 359,249
Oil India, Ltd.     16,049 48,040
OMV AG     4,584 194,647
Phillips 66     1,445 137,824
Polski Koncern Naftowy ORLEN SA     18,813 298,180
Shell PLC     13,837 412,781
TC Energy Corp.     23,565 952,384
TotalEnergies SE     30,466 1,748,889
Ultrapar Participacoes SA     18,164 71,659
Woodside Energy Group, Ltd.     8,384 193,935
Yankuang Energy Group Company, Ltd., H Shares     40,424 116,062
Financials 20.2%     28,298,330
Banks 9.9%      
ABN AMRO Bank NV (B)     7,972 123,911
AIB Group PLC     17,012 71,597
Banco Bilbao Vizcaya Argentaria SA     12,944 99,445
Banco Bradesco SA, ADR     37,364 129,279
Banco do Brasil SA     21,293 219,681
Bank Mandiri Persero Tbk PT     571,266 198,805
Bank of America Corp.     33,273 954,602
Bank of Baroda     248,371 577,637
Bank of Beijing Company, Ltd., Class A     105,600 67,366
Bank of Chengdu Company, Ltd., Class A (A)     25,100 42,243
Bank of Ireland Group PLC     8,424 80,428
Bank of Jiangsu Company, Ltd., Class A (A)     88,600 89,812
BNP Paribas SA     2,456 154,988
BPER Banca     23,838 72,477
CaixaBank SA     24,371 100,952
Canara Bank     14,510 53,597
China CITIC Bank Corp., Ltd., H Shares     166,426 78,246
CIMB Group Holdings BHD     58,645 63,657
Dah Sing Financial Holdings, Ltd.     9,965 24,960
DGB Financial Group, Inc.     7,116 39,377
DNB Bank ASA     37,833 707,504
Erste Group Bank AG     3,189 111,863
FinecoBank Banca Fineco SpA     43,024 579,129
Grupo Financiero Banorte SAB de CV, Series O     9,287 76,403
HSBC Holdings PLC     95,353 754,989
Huntington Bancshares, Inc.     7,295 78,640
Industrial Bank of Korea     51,559 405,586
9 JOHN HANCOCK HEDGED EQUITY & INCOME FUND | SEMIANNUAL REPORT SEE NOTES TO FINANCIAL STATEMENTS

        Shares Value
Financials (continued)      
Banks (continued)      
ING Groep NV     10,725 $144,590
JPMorgan Chase & Co.     9,993 1,453,382
Kasikornbank PCL     20,630 75,508
Kasikornbank PCL, NVDR     5,493 20,105
KB Financial Group, Inc.     3,176 115,272
M&T Bank Corp.     3,778 467,565
Mega Financial Holding Company, Ltd.     449,989 552,264
Mitsubishi UFJ Financial Group, Inc.     125,009 921,451
Mizuho Financial Group, Inc.     16,897 258,279
New York Community Bancorp, Inc.     13,968 157,000
Regions Financial Corp.     9,178 163,552
Resona Holdings, Inc.     18,330 87,764
Royal Bank of Canada     9,440 901,565
Sberbank of Russia PJSC, ADR (A)(C)     3,353 1,133
Security Bank Corp.     22,916 34,746
Shinhan Financial Group Company, Ltd.     6,301 162,895
Societe Generale SA     4,217 109,668
Standard Chartered PLC     19,953 173,593
Sumitomo Mitsui Trust Holdings, Inc.     3,360 119,198
The Bank of Nova Scotia     17,226 861,853
The Tochigi Bank, Ltd.     8,590 14,962
Truist Financial Corp.     8,448 256,397
U.S. Bancorp     7,851 259,397
Unicaja Banco SA (B)     45,317 47,687
UniCredit SpA     10,820 251,604
VTB Bank PJSC, GDR (A)(C)     55,420 776
Woori Financial Group, Inc.     29,117 261,554
Capital markets 3.0%      
Ares Management Corp., Class A     13,262 1,277,794
BlackRock, Inc.     595 411,228
CME Group, Inc.     2,118 392,444
Morgan Stanley     2,897 247,404
Nomura Holdings, Inc.     12,753 48,621
The Blackstone Group, Inc.     5,589 519,609
The Carlyle Group, Inc.     1,596 50,992
The Goldman Sachs Group, Inc.     532 171,591
UBS Group AG     53,321 1,080,745
Consumer finance 0.0%      
Vanquis Banking Group PLC     10,913 26,375
Financial services 0.8%      
Equitable Holdings, Inc.     6,138 166,708
Fidelity National Information Services, Inc.     3,247 177,611
SEE NOTES TO FINANCIAL STATEMENTS SEMIANNUAL REPORT | JOHN HANCOCK HEDGED EQUITY & INCOME FUND 10

        Shares Value
Financials (continued)      
Financial services (continued)      
FirstRand, Ltd.     93,816 $341,845
Wendel SE     4,973 510,757
Insurance 6.2%      
Admiral Group PLC     11,898 315,103
Ageas SA/NV     2,106 85,376
Allianz SE     2,966 690,852
American Financial Group, Inc.     1,363 161,856
American International Group, Inc.     2,994 172,275
Assicurazioni Generali SpA     7,190 146,216
Aviva PLC     26,246 132,050
AXA SA     51,189 1,512,703
Caixa Seguridade Participacoes SA     36,184 77,836
China Reinsurance Group Corp., H Shares     583,252 39,570
Chubb, Ltd.     635 122,276
Dai-ichi Life Holdings, Inc.     5,375 102,232
Legal & General Group PLC     140,654 407,235
MetLife, Inc.     4,836 273,379
MS&AD Insurance Group Holdings, Inc.     3,410 120,756
Muenchener Rueckversicherungs-Gesellschaft AG     590 221,493
NN Group NV     2,442 90,397
Old Mutual, Ltd.     104,778 67,478
Phoenix Group Holdings PLC     74,032 500,896
Powszechny Zaklad Ubezpieczen SA     14,223 137,958
Sanlam, Ltd.     25,365 78,512
Suncorp Group, Ltd.     6,789 61,001
T&D Holdings, Inc.     10,645 156,118
Talanx AG     17,900 1,027,648
The Progressive Corp.     781 103,381
Tokio Marine Holdings, Inc.     40,445 932,401
Tongyang Life Insurance Company, Ltd. (A)     4,750 12,919
Tryg A/S     16,928 366,593
Zurich Insurance Group AG     1,152 547,993
Mortgage real estate investment trusts 0.3%      
Annaly Capital Management, Inc.     18,949 379,169
Health care 10.9%     15,223,939
Biotechnology 0.8%      
AbbVie, Inc.     4,409 594,025
Amgen, Inc.     1,198 265,980
Gilead Sciences, Inc.     2,733 210,632
Health care equipment and supplies 0.3%      
Koninklijke Philips NV (A)     6,787 147,058
Medtronic PLC     3,016 265,710
11 JOHN HANCOCK HEDGED EQUITY & INCOME FUND | SEMIANNUAL REPORT SEE NOTES TO FINANCIAL STATEMENTS

        Shares Value
Health care (continued)      
Health care equipment and supplies (continued)      
Paramount Bed Holdings Company, Ltd.     1,210 $20,161
Health care providers and services 1.1%      
Alfresa Holdings Corp.     3,950 59,088
CVS Health Corp.     3,244 224,258
Fresenius SE & Company KGaA     3,764 104,401
Netcare, Ltd.     58,739 44,984
Shanghai Pharmaceuticals Holding Company, Ltd., H Shares     275,367 546,634
Sinopharm Group Company, Ltd., H Shares     163,948 513,238
Life sciences tools and services 0.0%      
CMIC Holdings Company, Ltd.     1,250 16,761
Pharmaceuticals 8.7%      
Almirall SA     5,563 45,993
AstraZeneca PLC     6,069 870,017
AstraZeneca PLC, ADR     3,407 243,839
Bristol-Myers Squibb Company     9,899 633,041
Eisai Company, Ltd.     660 44,731
Genomma Lab Internacional SAB de CV, Class B     58,515 45,056
GSK PLC     11,983 212,369
Johnson & Johnson     16,429 2,719,327
Kissei Pharmaceutical Company, Ltd.     1,560 31,244
Merck & Company, Inc.     24,412 2,816,901
Novartis AG     13,750 1,386,267
Ono Pharmaceutical Company, Ltd.     3,910 70,550
Pfizer, Inc.     57,549 2,110,897
Roche Holding AG     2,587 790,251
Sanofi     773 83,218
Takeda Pharmaceutical Company, Ltd.     3,415 107,308
Industrials 8.7%     12,151,500
Aerospace and defense 1.9%      
Austal, Ltd.     26,556 42,046
Babcock International Group PLC (A)     14,618 52,510
BAE Systems PLC     91,957 1,084,287
Dassault Aviation SA     170 34,060
General Dynamics Corp.     1,112 239,247
L3Harris Technologies, Inc.     632 123,727
Lockheed Martin Corp.     2,187 1,006,851
Raytheon Technologies Corp.     1,377 134,891
Air freight and logistics 0.2%      
bpost SA     3,859 16,955
United Parcel Service, Inc., Class B     1,234 221,195
Yamato Holdings Company, Ltd.     5,560 100,779
SEE NOTES TO FINANCIAL STATEMENTS SEMIANNUAL REPORT | JOHN HANCOCK HEDGED EQUITY & INCOME FUND 12

        Shares Value
Industrials (continued)      
Building products 0.7%      
Cie de Saint-Gobain     2,137 $130,114
Geberit AG     250 131,021
Johnson Controls International PLC     10,782 734,685
Commercial services and supplies 0.1%      
Aeon Delight Company, Ltd.     1,839 39,265
Prosegur Cia de Seguridad SA     16,998 30,186
Construction and engineering 0.8%      
Bouygues SA     12,677 425,864
China Railway Group, Ltd., H Shares     867,985 574,329
Chiyoda Corp. (A)     5,495 13,569
Implenia AG     359 17,434
JGC Holdings Corp.     5,415 70,408
Electrical equipment 0.4%      
Cosel Company, Ltd.     3,610 31,442
Eaton Corp. PLC     781 157,059
Emerson Electric Company     2,859 258,425
Ushio, Inc.     2,340 31,637
Zumtobel Group AG     2,088 16,836
Ground transportation 0.1%      
Canadian National Railway Company     1,186 143,618
Industrial conglomerates 0.8%      
3M Company     2,431 243,319
Honeywell International, Inc.     632 131,140
Keppel Corp., Ltd.     111,144 553,136
Siemens AG     972 162,033
Machinery 1.6%      
Amada Company, Ltd.     6,890 67,976
CRRC Corp., Ltd., H Shares     912,716 500,312
Daimler Truck Holding AG     4,038 145,538
Duerr AG     1,128 36,531
Hino Motors, Ltd. (A)     10,050 42,714
Hisaka Works, Ltd.     2,340 14,857
Kone OYJ, B Shares     1,455 76,016
Makino Milling Machine Company, Ltd.     1,600 62,202
Makita Corp.     3,517 99,412
OKUMA Corp.     711 38,173
OSG Corp.     2,970 42,636
PACCAR, Inc.     7,118 595,421
SKF AB, B Shares     6,398 111,488
Stanley Black & Decker, Inc.     2,029 190,138
Sumitomo Heavy Industries, Ltd.     3,050 73,052
THK Company, Ltd.     4,030 82,949
13 JOHN HANCOCK HEDGED EQUITY & INCOME FUND | SEMIANNUAL REPORT SEE NOTES TO FINANCIAL STATEMENTS

        Shares Value
Industrials (continued)      
Machinery (continued)      
Wartsila OYJ ABP     6,337 $71,456
Passenger airlines 0.1%      
easyJet PLC (A)     14,610 89,777
Japan Airlines Company, Ltd.     3,040 65,918
Professional services 0.8%      
Adecco Group AG     2,880 94,324
Bureau Veritas SA     24,280 666,123
Hays PLC     43,582 56,597
Pagegroup PLC     8,758 44,648
Paychex, Inc.     2,090 233,808
SThree PLC     4,758 20,672
Trading companies and distributors 0.8%      
Brenntag SE     6,712 523,657
Marubeni Corp.     3,679 62,705
Mitsui & Company, Ltd.     2,440 92,349
Sumitomo Corp.     20,052 425,403
Travis Perkins PLC     3,810 39,460
Transportation infrastructure 0.4%      
Transurban Group     55,992 533,120
Information technology 9.8%     13,773,809
Communications equipment 1.4%      
Cisco Systems, Inc.     34,292 1,774,268
Nokia OYJ     22,640 94,858
Telefonaktiebolaget LM Ericsson, B Shares     17,783 96,620
Electronic equipment, instruments and components 0.8%      
Alps Alpine Company, Ltd.     4,930 43,285
Corning, Inc.     5,754 201,620
E Ink Holdings, Inc.     11,683 84,986
Foxconn Technology Company, Ltd.     22,710 40,633
Hon Hai Precision Industry Company, Ltd.     18,204 66,185
Maxell, Ltd.     3,890 43,337
Nippon Chemi-Con Corp. (A)     2,910 25,436
PAX Global Technology, Ltd.     14,114 10,740
Shengyi Technology Company, Ltd., Class A     20,100 39,341
Sunny Optical Technology Group Company, Ltd.     5,814 58,295
WPG Holdings, Ltd.     312,299 549,484
IT services 1.2%      
Accenture PLC, Class A     580 178,976
IBM Corp.     5,609 750,540
Itochu Techno-Solutions Corp.     18,552 470,106
Obic Company, Ltd.     307 49,276
SEE NOTES TO FINANCIAL STATEMENTS SEMIANNUAL REPORT | JOHN HANCOCK HEDGED EQUITY & INCOME FUND 14

        Shares Value
Information technology (continued)      
IT services (continued)      
Otsuka Corp.     2,209 $86,044
SCSK Corp.     5,055 79,551
Semiconductors and semiconductor equipment 4.3%      
ams AG (A)     7,104 51,198
Analog Devices, Inc.     3,350 652,614
ASMPT, Ltd.     8,975 88,669
Broadcom, Inc.     1,134 983,666
Intel Corp.     17,072 570,888
MediaTek, Inc.     1,896 41,970
Microchip Technology, Inc.     1,006 90,128
Miraial Company, Ltd.     1,740 19,211
NVIDIA Corp.     607 256,773
NXP Semiconductors NV     946 193,627
Qualcomm, Inc.     6,677 794,830
Taiwan Semiconductor Manufacturing Company, Ltd.     35,000 646,566
Texas Instruments, Inc.     8,595 1,547,272
Tokyo Seimitsu Company, Ltd.     695 38,484
Software 0.4%      
The Sage Group PLC     28,039 329,371
TOTVS SA     11,226 70,289
Trend Micro, Inc.     4,513 218,458
Technology hardware, storage and peripherals 1.7%      
Apple, Inc.     1,283 248,864
Canon, Inc.     24,222 636,715
Catcher Technology Company, Ltd.     9,178 51,783
Chicony Electronics Company, Ltd.     18,051 56,861
HP, Inc.     13,971 429,049
Inventec Corp.     462,151 642,497
Lenovo Group, Ltd.     43,933 46,036
Quadient SA     2,462 50,703
Samsung Electronics Company, Ltd.     1,037 57,101
Seagate Technology Holdings PLC     2,243 138,774
Wiwynn Corp.     1,703 77,831
Materials 4.3%     6,084,526
Chemicals 1.0%      
BASF SE     4,051 196,811
China BlueChemical, Ltd., H Shares     71,962 16,200
Evonik Industries AG     3,728 71,036
International Flavors & Fragrances, Inc.     888 70,676
LyondellBasell Industries NV, Class A     2,952 271,082
Mitsubishi Gas Chemical Company, Inc.     2,660 38,749
Nissan Chemical Corp.     7,325 315,851
15 JOHN HANCOCK HEDGED EQUITY & INCOME FUND | SEMIANNUAL REPORT SEE NOTES TO FINANCIAL STATEMENTS

        Shares Value
Materials (continued)      
Chemicals (continued)      
PPG Industries, Inc.     966 $143,258
Yara International ASA     9,029 319,012
Construction materials 0.7%      
Asia Cement Corp.     387,195 552,787
Heidelberg Materials AG     1,909 156,994
Holcim, Ltd. (A)     1,687 113,716
Imerys SA     1,163 45,332
Taiheiyo Cement Corp.     3,020 59,707
Vicat SA     1,038 32,991
Containers and packaging 0.0%      
Nampak, Ltd. (A)     43,391 1,727
Metals and mining 2.4%      
African Rainbow Minerals, Ltd.     7,817 82,471
Anglo American Platinum, Ltd.     887 40,095
Anglo American PLC     2,874 81,833
Barrick Gold Corp.     5,620 95,070
Barrick Gold Corp.     5,094 86,241
BHP Group, Ltd.     20,692 622,042
Centamin PLC     35,637 41,348
Centerra Gold, Inc.     7,207 43,196
Dowa Holdings Company, Ltd.     1,830 58,109
Eldorado Gold Corp. (A)     4,001 40,410
Endeavour Mining PLC     2,276 54,548
Fortescue Metals Group, Ltd.     11,570 171,684
Fresnillo PLC     6,390 49,583
Glencore PLC     8,824 50,031
Impala Platinum Holdings, Ltd.     8,992 59,905
Kyoei Steel, Ltd.     1,820 25,724
Maruichi Steel Tube, Ltd.     2,090 48,011
Mineral Resources, Ltd.     1,606 76,916
Neturen Company, Ltd.     3,480 23,566
Norsk Hydro ASA     2,397 14,289
OceanaGold Corp.     18,248 35,952
Rio Tinto PLC     19,003 1,207,634
Rio Tinto PLC, ADR     2,659 169,751
Rio Tinto, Ltd.     2,617 200,409
Yodogawa Steel Works, Ltd.     670 15,829
Zijin Mining Group Company, Ltd., H Shares     31,920 47,270
Paper and forest products 0.2%      
Mondi PLC     5,047 76,999
UPM-Kymmene OYJ     5,359 159,681
SEE NOTES TO FINANCIAL STATEMENTS SEMIANNUAL REPORT | JOHN HANCOCK HEDGED EQUITY & INCOME FUND 16

        Shares Value
Real estate 2.2%     $3,141,237
Diversified REITs 0.4%      
Fibra Uno Administracion SA de CV     35,910 52,427
Land Securities Group PLC     5,912 43,228
Stockland     141,999 381,734
The British Land Company PLC     8,628 33,273
WP Carey, Inc.     728 49,184
Health care REITs 0.3%      
Healthcare Realty Trust, Inc.     10,938 206,291
Welltower, Inc.     2,220 179,576
Hotel and resort REITs 0.1%      
Host Hotels & Resorts, Inc.     8,425 141,793
Office REITs 0.2%      
Nippon Building Fund, Inc.     74 290,981
Real estate management and development 0.6%      
C&D International Investment Group, Ltd.     22,512 51,339
China Resources Land, Ltd.     128,198 545,567
CK Asset Holdings, Ltd.     14,804 82,262
Daito Trust Construction Company, Ltd.     498 50,450
Land & Houses PCL     382,975 91,393
Mitsubishi Estate Company, Ltd.     6,600 78,410
Retail REITs 0.1%      
Simon Property Group, Inc.     1,427 164,790
Specialized REITs 0.5%      
Crown Castle, Inc.     1,901 216,600
Digital Realty Trust, Inc.     606 69,005
Gaming and Leisure Properties, Inc.     4,554 220,687
Weyerhaeuser Company     5,737 192,247
Utilities 8.3%     11,711,186
Electric utilities 4.9%      
American Electric Power Company, Inc.     3,114 262,199
CEZ AS     4,239 175,214
Duke Energy Corp.     11,198 1,004,909
Edison International     9,089 631,231
Endesa SA     26,011 558,915
Exelon Corp.     23,818 970,345
Iberdrola SA     94,285 1,231,249
NextEra Energy, Inc.     3,059 226,978
SSE PLC     23,820 558,581
Terna - Rete Elettrica Nazionale     107,397 916,006
The Southern Company     4,016 282,124
Verbund AG     1,086 87,125
17 JOHN HANCOCK HEDGED EQUITY & INCOME FUND | SEMIANNUAL REPORT SEE NOTES TO FINANCIAL STATEMENTS

        Shares Value
Utilities (continued)      
Gas utilities 0.7%      
APA Group     7,301 $47,237
ENN Energy Holdings, Ltd.     30,860 385,999
Snam SpA     99,748 521,318
Independent power and renewable electricity producers 0.0%      
Ratch Group PCL     43,565 43,968
Multi-utilities 2.3%      
Dominion Energy, Inc.     1,375 71,211
Engie SA     73,129 1,217,812
National Grid PLC     129,423 1,715,937
Sempra Energy     1,540 224,209
Water utilities 0.4%      
Cia de Saneamento Basico do Estado de Sao Paulo     5,027 59,391
United Utilities Group PLC     42,464 519,228
Preferred securities 0.9%         $1,210,413
(Cost $908,047)          
Consumer discretionary 0.7%     944,150
Automobiles 0.7%      
Hyundai Motor Company   5,812 481,026
Hyundai Motor Company, 2nd Preferred   5,545 463,124
Consumer staples 0.1%     94,132
Household products 0.1%      
Henkel AG & Company KGaA   1,177 94,132
Energy 0.1%     117,255
Oil, gas and consumable fuels 0.1%      
Raizen SA   127,600 117,255
Materials 0.0%     54,876
Chemicals 0.0%      
Fuchs Petrolub SE   1,387 54,876
Exchange-traded funds 0.1%         $78,840
(Cost $78,833)          
iShares Core MSCI EAFE ETF       1,168 78,840
Closed-end funds 0.0%         $36,475
(Cost $27,436)          
Sprott Physical Uranium Trust (A)       2,890 36,475
    
        Par value^ Value
Escrow certificates 0.0%         $0
(Cost $194)          
Texas Competitive Electric Holdings Company LLC (A)(C)       500,000 0
SEE NOTES TO FINANCIAL STATEMENTS SEMIANNUAL REPORT | JOHN HANCOCK HEDGED EQUITY & INCOME FUND 18

        Par value^ Value
Short-term investments 1.3%         $1,900,000
(Cost $1,900,000)          
Repurchase agreement 1.3%         1,900,000
Goldman Sachs Tri-Party Repurchase Agreement dated 6-30-23 at 5.050% to be repurchased at $1,900,800 on 7-3-23, collateralized by $2,053,867 Government National Mortgage Association, 3.500% - 5.500% due 11-15-36 to 6-20-52 (valued at $1,938,000)       1,900,000 1,900,000
    
Total investments (Cost $141,110,654) 97.9%     $137,454,414
Other assets and liabilities, net 2.1%       2,902,058
Total net assets 100.0%         $140,356,472
    
The percentage shown for each investment category is the total value of the category as a percentage of the net assets of the fund unless otherwise indicated.
^All par values are denominated in U.S. dollars unless otherwise indicated.
Security Abbreviations and Legend
ADR American Depositary Receipt
GDR Global Depositary Receipt
NVDR Non-Voting Depositary Receipt
(A) Non-income producing security.
(B) These securities are exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be resold, normally to qualified institutional buyers, in transactions exempt from registration.
(C) Security is valued using significant unobservable inputs and is classified as Level 3 in the fair value hierarchy. Refer to Note 2 to the financial statements.
19 JOHN HANCOCK HEDGED EQUITY & INCOME FUND | SEMIANNUAL REPORT SEE NOTES TO FINANCIAL STATEMENTS

DERIVATIVES
FUTURES
Open contracts Number of
contracts
Position Expiration
date
Notional
basis^
Notional
value^
Unrealized
appreciation
(depreciation)
S&P 500 E-Mini Index Futures 30 Long Sep 2023 $6,524,113 $6,732,378 $208,265
Euro STOXX 50 Index Futures 268 Short Sep 2023 (12,698,492) (12,946,394) (247,902)
FTSE 100 Index Futures 74 Short Sep 2023 (7,123,957) (7,087,498) 36,459
MSCI EAFE Index Futures 57 Short Sep 2023 (6,096,357) (6,143,175) (46,818)
MSCI Emerging Markets Index Futures 29 Short Sep 2023 (1,460,581) (1,446,955) 13,626
TOPIX Index Futures 29 Short Sep 2023 (4,380,153) (4,598,358) (218,205)
            $(254,575)
^ Notional basis refers to the contractual amount agreed upon at inception of open contracts; notional value represents the current value of the open contract.
FORWARD FOREIGN CURRENCY CONTRACTS
Contract to buy Contract to sell Counterparty (OTC) Contractual
settlement
date
Unrealized
appreciation
Unrealized
depreciation
USD 2,570,419 CAD 3,435,000 BNP 9/20/2023 $(25,633)
USD 3,030,225 CHF 2,720,000 GSI 9/20/2023 (33,269)
USD 12,120,742 EUR 11,247,000 DB 9/20/2023 (198,915)
USD 9,319,321 GBP 7,483,000 MSI 9/20/2023 (186,108)
USD 4,556,099 JPY 624,800,000 SCB 9/20/2023 $174,164
USD 1,209,285 NOK 13,380,000 BNP 9/20/2023 (40,604)
USD 1,248,516 NOK 13,420,000 SSB 9/20/2023 (5,110)
            $174,164 $(489,639)
    
Derivatives Currency Abbreviations
CAD Canadian Dollar
CHF Swiss Franc
EUR Euro
GBP Pound Sterling
JPY Japanese Yen
NOK Norwegian Krone
USD U.S. Dollar
    
Derivatives Abbreviations
BNP BNP Paribas
DB Deutsche Bank AG
GSI Goldman Sachs International
MSI Morgan Stanley & Co. International PLC
OTC Over-the-counter
SCB Standard Chartered Bank
SSB State Street Bank and Trust Company
At 6-30-23, the aggregate cost of investments for federal income tax purposes was $141,483,922. Net unrealized depreciation aggregated to $4,599,558, of which $6,921,081 related to gross unrealized appreciation and $11,520,639 related to gross unrealized depreciation.
See Notes to financial statements regarding investment transactions and other derivatives information.
SEE NOTES TO FINANCIAL STATEMENTS SEMIANNUAL REPORT | JOHN HANCOCK HEDGED EQUITY & INCOME FUND 20

Financial statements
STATEMENT OF ASSETS AND LIABILITIES 6-30-23 (unaudited)

Assets  
Unaffiliated investments, at value (Cost $141,110,654) $137,454,414
Unrealized appreciation on forward foreign currency contracts 174,164
Cash 142,105
Foreign currency, at value (Cost $53,213) 49,793
Collateral held at broker for futures contracts 2,076,988
Collateral segregated at custodian for OTC derivative contracts 460,000
Dividends and interest receivable 977,718
Receivable for investments sold 62,013
Other assets 15,596
Total assets 141,412,791
Liabilities  
Unrealized depreciation on forward foreign currency contracts 489,639
Payable for futures variation margin 203,957
Foreign capital gains tax payable 18,545
Payable for collateral on OTC derivatives 170,000
Payable for investments purchased 111,342
Payable to affiliates  
Accounting and legal services fees 5,510
Trustees’ fees 141
Other liabilities and accrued expenses 57,185
Total liabilities 1,056,319
Net assets $140,356,472
Net assets consist of  
Paid-in capital $167,921,132
Total distributable earnings (loss) (27,564,660)
Net assets $140,356,472
 
Net asset value per share  
Based on 12,238,545 shares of beneficial interest outstanding - unlimited number of shares authorized with $0.01 par value $11.47
21 JOHN HANCOCK Hedged Equity & Income Fund | SEMIANNUAL REPORT SEE NOTES TO FINANCIAL STATEMENTS

STATEMENT OF OPERATIONS For the six months ended 6-30-23 (unaudited)

Investment income  
Dividends $5,310,284
Interest 77,324
Less foreign taxes withheld (525,559)
Total investment income 4,862,049
Expenses  
Investment management fees 672,489
Accounting and legal services fees 13,937
Transfer agent fees 7,972
Trustees’ fees 22,359
Custodian fees 39,890
Printing and postage 32,682
Professional fees 34,685
Stock exchange listing fees 11,777
Other 11,514
Total expenses 847,305
Less expense reductions (5,128)
Net expenses 842,177
Net investment income 4,019,872
Realized and unrealized gain (loss)  
Net realized gain (loss) on  
Unaffiliated investments and foreign currency transactions 1,005,642
Futures contracts (1,608,053)
Forward foreign currency contracts 84,682
  (517,729)
Change in net unrealized appreciation (depreciation) of  
Unaffiliated investments and translation of assets and liabilities in foreign currencies 1,015,167
Futures contracts (620,868)
Forward foreign currency contracts (59,852)
  334,447
Net realized and unrealized loss (183,282)
Increase in net assets from operations $3,836,590
SEE NOTES TO FINANCIAL STATEMENTS SEMIANNUAL REPORT | JOHN HANCOCK Hedged Equity & Income Fund 22

STATEMENTS OF CHANGES IN NET ASSETS  

  Six months ended
6-30-23
(unaudited)
Year ended
12-31-22
Increase (decrease) in net assets    
From operations    
Net investment income $4,019,872 $6,802,074
Net realized gain (loss) (517,729) 3,675,689
Change in net unrealized appreciation (depreciation) 334,447 (12,196,389)
Increase (decrease) in net assets resulting from operations 3,836,590 (1,718,626)
Distributions to shareholders    
From earnings (7,096,193)1 (9,282,645)
From tax return of capital (4,899,088)
Total distributions (7,096,193) (14,181,733)
Fund share transactions    
Issued pursuant to Dividend Reinvestment Plan 85,765 81,403
Total decrease (3,173,838) (15,818,956)
Net assets    
Beginning of period 143,530,310 159,349,266
End of period $140,356,472 $143,530,310
Share activity    
Shares outstanding    
Beginning of period 12,231,087 12,223,813
Issued pursuant to Dividend Reinvestment Plan 7,458 7,274
End of period 12,238,545 12,231,087
    
1 A portion of the distributions may be deemed a tax return of capital at the fiscal year end.
23 JOHN HANCOCK Hedged Equity & Income Fund | SEMIANNUAL REPORT SEE NOTES TO FINANCIAL STATEMENTS

Financial highlights
Period ended 6-30-231 12-31-22 12-31-21 12-31-20 12-31-19 12-31-18
Per share operating performance            
Net asset value, beginning of period $11.73 $13.04 $12.76 $14.85 $14.46 $17.64
Net investment income2 0.33 0.56 0.53 0.39 0.59 0.63
Net realized and unrealized gain (loss) on investments (0.01) (0.71) 0.91 (1.15) 1.30 (2.31)
Total from investment operations 0.32 (0.15) 1.44 (0.76) 1.89 (1.68)
Less distributions            
From net investment income (0.58)3 (0.76) (0.62) (0.42) (0.67) (0.86)
From net realized gain (0.39)
From tax return of capital (0.40) (0.54) (0.91) (0.83) (0.25)
Total distributions (0.58) (1.16) (1.16) (1.33) (1.50) (1.50)
Net asset value, end of period $11.47 $11.73 $13.04 $12.76 $14.85 $14.46
Per share market value, end of period $10.78 $11.50 $13.00 $11.44 $14.91 $13.08
Total return at net asset value (%)4,5 2.816 (0.96) 11.69 (2.99) 13.89 (9.61)
Total return at market value (%)4 (1.27)6 (2.68) 24.20 (13.37) 26.41 (17.16)
Ratios and supplemental data            
Net assets, end of period (in millions) $140 $144 $159 $156 $182 $177
Ratios (as a percentage of average net assets):            
Expenses before reductions 1.207 1.17 1.17 1.18 1.15 1.14
Expenses including reductions 1.197 1.16 1.16 1.18 1.14 1.13
Net investment income 5.687 4.52 3.98 3.14 3.97 3.83
Portfolio turnover (%) 62 163 120 117 125 96
    
1 Six months ended 6-30-23. Unaudited.
2 Based on average daily shares outstanding.
3 A portion of the distributions may be deemed a tax return of capital at the fiscal year end.
4 Total return based on net asset value reflects changes in the fund’s net asset value during each period. Total return based on market value reflects changes in market value. Each figure assumes that distributions from income, capital gains and tax return of capital, if any, were reinvested.
5 Total returns would have been lower had certain expenses not been reduced during the applicable periods.
6 Not annualized.
7 Annualized.
SEE NOTES TO FINANCIAL STATEMENTS SEMIANNUAL REPORT | JOHN HANCOCK Hedged Equity & Income Fund 24

Notes to financial statements (unaudited)
Note 1Organization
John Hancock Hedged Equity & Income Fund (the fund) is a closed-end management investment company organized as a Massachusetts business trust and registered under the Investment Company Act of 1940, as amended (the 1940 Act).
Note 2Significant accounting policies
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP), which require management to make certain estimates and assumptions as of the date of the financial statements. Actual results could differ from those estimates and those differences could be significant. The fund qualifies as an investment company under Topic 946 of Accounting Standards Codification of US GAAP.
Events or transactions occurring after the end of the fiscal period through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the fund:
Security valuation. Investments are stated at value as of the scheduled close of regular trading on the New York Stock Exchange (NYSE), normally at 4:00 P.M., Eastern Time. In case of emergency or other disruption resulting in the NYSE not opening for trading or the NYSE closing at a time other than the regularly scheduled close, the net asset value (NAV) may be determined as of the regularly scheduled close of the NYSE pursuant to the Advisor’s Valuation Policies and Procedures.
In order to value the securities, the fund uses the following valuation techniques: Equity securities, including exchange-traded or closed-end funds, are typically valued at the last sale price or official closing price on the exchange or principal market where the security trades. In the event there were no sales during the day or closing prices are not available, the securities are valued using the last available bid price. Debt obligations are typically valued based on evaluated prices provided by an independent pricing vendor. Independent pricing vendors utilize matrix pricing, which takes into account factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data, as well as broker supplied prices. Futures contracts whose settlement prices are determined as of the close of the NYSE are typically valued based on the settlement price while other futures contracts are typically valued at the last traded price on the exchange on which they trade. Foreign equity index futures that trade in the electronic trading market subsequent to the close of regular trading may be valued at the last traded price in the electronic trading market as of 4:00 P.M. ET, or may be fair valued based on fair value adjustment factors provided by an independent pricing vendor in order to adjust for events that may occur between the close of foreign exchanges or markets and the close of the NYSE. Forward foreign currency contracts are valued at the prevailing forward rates which are based on foreign currency exchange spot rates and forward points supplied by an independent pricing vendor. Foreign securities and currencies are valued in U.S. dollars based on foreign currency exchange rates supplied by an independent pricing vendor.
In certain instances, the Pricing Committee of the Advisor may determine to value equity securities using prices obtained from another exchange or market if trading on the exchange or market on which prices are typically obtained did not open for trading as scheduled, or if trading closed earlier than scheduled, and trading occurred as normal on another exchange or market.
Other portfolio securities and assets, for which reliable market quotations are not readily available, are valued at fair value as determined in good faith by the Pricing Committee following procedures established by the Advisor and adopted by the Board of Trustees. The frequency with which these fair valuation procedures are used cannot be predicted and fair value of securities may differ significantly from the value that would have been used had a ready market for such securities existed. Trading in foreign securities may be completed before the scheduled daily close of trading on the NYSE. Significant events at the issuer or market level may affect the values of securities between the time when the valuation of the securities is generally determined and the close of the NYSE. If a
25 JOHN HANCOCK Hedged Equity & Income Fund | SEMIANNUAL REPORT  

significant event occurs, these securities may be fair valued, as determined in good faith by the Pricing Committee, following procedures established by the Advisor and adopted by the Board of Trustees. The Advisor uses fair value adjustment factors provided by an independent pricing vendor to value certain foreign securities in order to adjust for events that may occur between the close of foreign exchanges or markets and the close of the NYSE.
The fund uses a three tier hierarchy to prioritize the pricing assumptions, referred to as inputs, used in valuation techniques to measure fair value. Level 1 includes securities valued using quoted prices in active markets for identical securities, including registered investment companies. Level 2 includes securities valued using other significant observable inputs. Observable inputs may include quoted prices for similar securities, interest rates, prepayment speeds and credit risk. Prices for securities valued using these inputs are received from independent pricing vendors and brokers and are based on an evaluation of the inputs described. Level 3 includes securities valued using significant unobservable inputs when market prices are not readily available or reliable, including the Advisor’s assumptions in determining the fair value of investments. Factors used in determining value may include market or issuer specific events or trends, changes in interest rates and credit quality. The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. Changes in valuation techniques and related inputs may result in transfers into or out of an assigned level within the disclosure hierarchy.
The following is a summary of the values by input classification of the fund’s investments as of June 30, 2023, by major security category or type:
  Total
value at
6-30-23
Level 1
quoted
price
Level 2
significant
observable
inputs
Level 3
significant
unobservable
inputs
Investments in securities:        
Assets        
Common stocks        
Communication services $8,301,188 $3,031,697 $5,269,491
Consumer discretionary 10,817,112 2,826,169 7,990,943
Consumer staples 12,753,779 7,249,233 5,504,546
Energy 11,972,080 6,641,318 5,330,762
Financials 28,298,330 10,684,869 17,611,552 $1,909
Health care 15,223,939 10,129,666 5,094,273
Industrials 12,151,500 4,413,524 7,737,976
Information technology 13,773,809 8,882,178 4,891,631
Materials 6,084,526 1,010,184 5,074,342
Real estate 3,141,237 1,492,600 1,648,637
Utilities 11,711,186 3,732,597 7,978,589
Preferred securities        
Consumer discretionary 944,150 944,150
Consumer staples 94,132 94,132
Energy 117,255 117,255
Materials 54,876 54,876
Exchange-traded funds 78,840 78,840
Closed-end funds 36,475 36,475
Short-term investments 1,900,000 1,900,000
Total investments in securities $137,454,414 $60,326,605 $77,125,900 $1,909
  SEMIANNUAL REPORT | JOHN HANCOCK Hedged Equity & Income Fund 26

  Total
value at
6-30-23
Level 1
quoted
price
Level 2
significant
observable
inputs
Level 3
significant
unobservable
inputs
Derivatives:        
Assets        
Futures $258,350 $258,350
Forward foreign currency contracts 174,164 $174,164
Liabilities        
Futures (512,925) (512,925)
Forward foreign currency contracts (489,639) (489,639)
Level 3 includes securities valued at $0. Refer to Fund’s investments.
Repurchase agreements. The fund may enter into repurchase agreements. When the fund enters into a repurchase agreement, it receives collateral that is held in a segregated account by the fund’s custodian, or for tri-party repurchase agreements, collateral is held at a third-party custodian bank in a segregated account for the benefit of the fund. The collateral amount is marked-to-market and monitored on a daily basis to ensure that the collateral held is in an amount not less than the principal amount of the repurchase agreement plus any accrued interest. Collateral received by the fund for repurchase agreements is disclosed in the Fund’s investments as part of the caption related to the repurchase agreement.
Repurchase agreements are typically governed by the terms and conditions of the Master Repurchase Agreement and/or Global Master Repurchase Agreement (collectively, MRA). Upon an event of default, the non-defaulting party may close out all transactions traded under the MRA and net amounts owed. Absent an event of default, assets and liabilities resulting from repurchase agreements are not offset in the Statement of assets and liabilities. In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the collateral value may decline or the counterparty may have insufficient assets to pay claims resulting from close-out of the transactions.
Real estate investment trusts. The fund may invest in real estate investment trusts (REITs). Distributions from REITs may be recorded as income and subsequently characterized by the REIT at the end of their fiscal year as a reduction of cost of investments and/or as a realized gain. As a result, the fund will estimate the components of distributions from these securities. Such estimates are revised when the actual components of the distributions are known.
Security transactions and related investment income. Investment security transactions are accounted for on a trade date plus one basis for daily NAV calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is accrued as earned. Dividend income is recorded on ex-date, except for dividends of certain foreign securities where the dividend may not be known until after the ex-date. In those cases, dividend income, net of withholding taxes, is recorded when the fund becomes aware of the dividends. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a tax return of capital and/or capital gain, if any, are recorded as a reduction of cost of investments and/or as a realized gain, if amounts are estimable. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds from litigation.
Foreign investing. Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollar values each day at the prevailing exchange rate. Purchases and sales of securities, income and expenses are translated into U.S. dollars at the prevailing exchange rate on the date of the transaction. The effect of changes in foreign currency exchange rates on the value of securities is reflected as a component of the realized and unrealized gains (losses) on investments. Foreign investments are subject to a decline in the value of a foreign currency versus the U.S. dollar, which reduces the dollar value of securities denominated in that currency.
27 JOHN HANCOCK Hedged Equity & Income Fund | SEMIANNUAL REPORT  

Funds that invest internationally generally carry more risk than funds that invest strictly in U.S. securities. These risks are heightened for investments in emerging markets. Risks can result from differences in economic and political conditions, regulations, market practices (including higher transaction costs), accounting standards and other factors.
Foreign taxes. The fund may be subject to withholding tax on income, capital gains or repatriations imposed by certain countries, a portion of which may be recoverable. Foreign taxes are accrued based upon the fund’s understanding of the tax rules and rates that exist in the foreign markets in which it invests. Taxes are accrued based on gains realized by the fund as a result of certain foreign security sales. In certain circumstances, estimated taxes are accrued based on unrealized appreciation of such securities. Investment income is recorded net of foreign withholding taxes.
Overdrafts. Pursuant to the custodian agreement, the fund’s custodian may, in its discretion, advance funds to the fund to make properly authorized payments. When such payments result in an overdraft, the fund is obligated to repay the custodian for any overdraft, including any costs or expenses associated with the overdraft. The custodian may have a lien, security interest or security entitlement in any fund property that is not otherwise segregated or pledged, to the maximum extent permitted by law, to the extent of any overdraft.
Expenses. Within the John Hancock group of funds complex, expenses that are directly attributable to an individual fund are allocated to such fund. Expenses that are not readily attributable to a specific fund are allocated among all funds in an equitable manner, taking into consideration, among other things, the nature and type of expense and the fund’s relative net assets. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.
Federal income taxes. The fund intends to continue to qualify as a regulated investment company by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income that is distributed to shareholders. Therefore, no federal income tax provision is required.
For federal income tax purposes, as of December 31, 2022, the fund has a short-term capital loss carryforward of $12,155,839 and a long-term capital loss carryforward of $6,570,298 available to offset future net realized capital gains. These carryforwards do not expire.
As of December 31, 2022, the fund had no uncertain tax positions that would require financial statement recognition, derecognition or disclosure. The fund’s federal tax returns are subject to examination by the Internal Revenue Service for a period of three years.
Managed distribution plan. The fund has adopted a managed distribution plan (Plan). As of June 30, 2023, under the current Plan, the fund makes quarterly distributions of an amount equal to $0.2500 per share, effective with the September 29, 2023 distribution, the previous quarterly distribution of $0.2900 per share, which will be paid quarterly until further notice.
Distributions under the Plan may consist of net investment income, net realized capital gains and, to the extent necessary, return of capital. Return of capital distributions may be necessary when the fund’s net investment income and net capital gains are insufficient to meet the minimum distribution. In addition, the fund may also make additional distributions for the purpose of not incurring federal income and excise taxes.
The Board of Trustees may terminate or reduce the amount paid under the Plan at any time. The termination or reduction may have an adverse effect on the market price of the fund’s shares. 
Distribution of income and gains. Distributions to shareholders from net investment income and net realized gains, if any, are recorded on the ex-date. The fund generally declares and pays dividends quarterly pursuant to the Managed Distribution Plan described above. Capital gain distributions, if any, are typically distributed annually.
  SEMIANNUAL REPORT | JOHN HANCOCK Hedged Equity & Income Fund 28

Such distributions, on a tax basis, are determined in conformity with income tax regulations, which may differ from US GAAP. Distributions in excess of tax basis earnings and profits, if any, are reported in the fund’s financial statements as a return of capital. The final determination of tax characteristics of the fund’s distribution will occur at the end of the year and will subsequently be reported to shareholders.
Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences, if any, will reverse in a subsequent period. Book-tax differences are primarily attributable to foreign currency transactions, investments in passive foreign investment companies, derivative transactions, partnerships and wash sale loss deferrals.
Note 3Derivative instruments
The fund may invest in derivatives in order to meet its investment objective. Derivatives include a variety of different instruments that may be traded in the over-the-counter (OTC) market, on a regulated exchange or through a clearing facility. The risks in using derivatives vary depending upon the structure of the instruments, including the use of leverage, optionality, the liquidity or lack of liquidity of the contract, the creditworthiness of the counterparty or clearing organization and the volatility of the position. Some derivatives involve risks that are potentially greater than the risks associated with investing directly in the referenced securities or other referenced underlying instrument. Specifically, the fund is exposed to the risk that the counterparty to an OTC derivatives contract will be unable or unwilling to make timely settlement payments or otherwise honor its obligations. OTC derivatives transactions typically can only be closed out with the other party to the transaction.
Derivatives which are typically traded through the OTC market are regulated by the Commodity Futures Trading Commission (the CFTC). Derivative counterparty risk is managed through an ongoing evaluation of the creditworthiness of all potential counterparties and, if applicable, designated clearing organizations. The fund attempts to reduce its exposure to counterparty risk for derivatives traded in the OTC market, whenever possible, by entering into an International Swaps and Derivatives Association (ISDA) Master Agreement with each of its OTC counterparties. The ISDA gives each party to the agreement the right to terminate all transactions traded under the agreement if there is certain deterioration in the credit quality or contractual default of the other party, as defined in the ISDA. Upon an event of default or a termination of the ISDA, the non-defaulting party has the right to close out all transactions and to net amounts owed.
As defined by the ISDA, the fund may have collateral agreements with certain counterparties to mitigate counterparty risk on OTC derivatives. Subject to established minimum levels, collateral for OTC transactions is generally determined based on the net aggregate unrealized gain or loss on contracts with a particular counterparty. Collateral pledged to the fund, if any, is held in a segregated account by a third-party agent or held by the custodian bank for the benefit of the fund and can be in the form of cash or debt securities issued by the U.S. government or related agencies; collateral posted by the fund, if any, for OTC transactions is held in a segregated account at the fund’s custodian and is noted in the accompanying Fund’s investments, or if cash is posted, on the Statement of assets and liabilities. The fund’s risk of loss due to counterparty risk is equal to the asset value of outstanding contracts offset by collateral received.
Certain derivatives are traded or cleared on an exchange or central clearinghouse. Exchange-traded or centrally-cleared transactions generally present less counterparty risk to a fund than OTC transactions. The exchange or clearinghouse stands between the fund and the broker to the contract and therefore, credit risk is generally limited to the failure of the exchange or clearinghouse and the clearing member.
Futures. A futures contract is a contractual agreement to buy or sell a particular currency or financial instrument at a pre-determined price in the future. Futures are traded on an exchange and cleared through a central clearinghouse. Risks related to the use of futures contracts include possible illiquidity of the futures markets and contract prices that can be highly volatile and imperfectly correlated to movements in the underlying financial instrument and potential losses in excess of the amounts recognized on the Statement of assets and liabilities. Use
29 JOHN HANCOCK Hedged Equity & Income Fund | SEMIANNUAL REPORT  

of long futures contracts subjects the fund to the risk of loss up to the notional value of the futures contracts. Use of short futures contracts subjects the fund to unlimited risk of loss.
Upon entering into a futures contract, the fund is required to deposit initial margin with the broker in the form of cash or securities. The amount of required margin is set by the broker and is generally based on a percentage of the contract value. The margin deposit must then be maintained at the established level over the life of the contract. Cash that has been pledged by the fund, if any, is detailed in the Statement of assets and liabilities as Collateral held at broker for futures contracts. Securities pledged by the fund, if any, are identified in the Fund’s investments. Subsequent payments, referred to as variation margin, are made or received by the fund periodically and are based on changes in the market value of open futures contracts. Futures contracts are marked-to-market daily and unrealized gain or loss is recorded by the fund. Payable for futures variation margin is included on the Statement of assets and liabilities. When the contract is closed, the fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.
During the six months ended June 30, 2023, the fund used futures contracts to manage against changes in certain securities markets. The fund held futures contracts with USD notional values ranging from $32.7 million to $39.0 million, as measured at each quarter end.
Forward foreign currency contracts. A forward foreign currency contract is an agreement between two parties to buy and sell specific currencies at a price that is set on the date of the contract. The forward contract calls for delivery of the currencies on a future date that is specified in the contract. Forwards are typically traded OTC. Risks related to the use of forwards include the possible failure of counterparties to meet the terms of the forward agreement, the failure of the counterparties to timely post collateral if applicable, and the risk that currency movements will not favor the fund thereby reducing the fund’s total return, and the potential for losses in excess of the amounts recognized on the Statement of assets and liabilities.
The market value of a forward foreign currency contract fluctuates with changes in foreign currency exchange rates. Forward foreign currency contracts are marked-to-market daily and the change in value is recorded by the fund as an unrealized gain or loss. Realized gains or losses, equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed, are recorded upon delivery or receipt of the currency or settlement with the counterparty.
During the six months ended June 30, 2023, the fund used forward foreign currency contracts to manage against changes in foreign currency exchange rates and to gain exposure to foreign currencies. The fund held forward foreign currency contracts with USD notional values ranging from $27.1 million to $34.1 million, as measured at each quarter end.
Fair value of derivative instruments by risk category
The table below summarizes the fair value of derivatives held by the fund at June 30, 2023 by risk category:
Risk Statement of assets
and liabilities
location
Financial
instruments
location
Assets
derivatives
fair value
Liabilities
derivatives
fair value
Equity Receivable/payable for futures variation margin1 Futures $258,350 $(512,925)
Currency Unrealized appreciation (depreciation) on forward foreign currency contracts Forward foreign currency contracts 174,164 (489,639)
      $432,514 $(1,002,564)
    
1 Reflects cumulative appreciation/depreciation on open futures as disclosed in the Derivatives section of Fund’s investments. Only the period end variation margin receivable/payable is separately reported on the Statement of assets and liabilities.
  SEMIANNUAL REPORT | JOHN HANCOCK Hedged Equity & Income Fund 30

For financial reporting purposes, the fund does not offset OTC derivative assets or liabilities that are subject to master netting arrangements, as defined by the ISDAs, in the Statement of assets and liabilities. In the event of default by the counterparty or a termination of the agreement, the ISDA allows an offset of amounts across the various transactions between the fund and the applicable counterparty. 
Effect of derivative instruments on the Statement of operations
The table below summarizes the net realized gain (loss) included in the net increase (decrease) in net assets from operations, classified by derivative instrument and risk category, for the six months ended June 30, 2023:
  Statement of operations location - Net realized gain (loss) on:
Risk Futures contracts Forward foreign
currency contracts
Total
Currency $84,682 $84,682
Equity $(1,608,053) (1,608,053)
Total $(1,608,053) $84,682 $(1,523,371)
The table below summarizes the net change in unrealized appreciation (depreciation) included in the net increase (decrease) in net assets from operations, classified by derivative instrument and risk category, for the six months ended June 30, 2023:
  Statement of operations location - Change in net unrealized appreciation (depreciation) of:
Risk Futures contracts Forward foreign
currency contracts
Total
Currency $(59,852) $(59,852)
Equity $(620,868) (620,868)
Total $(620,868) $(59,852) $(680,720)
Note 4Guarantees and indemnifications
Under the fund’s organizational documents, its Officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into contracts with service providers that contain general indemnification clauses. The fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the fund that have not yet occurred. The risk of material loss from such claims is considered remote.
Note 5Fees and transactions with affiliates
John Hancock Investment Management LLC (the Advisor) serves as investment advisor for the fund. The Advisor is an indirect, principally owned subsidiary of John Hancock Life Insurance Company (U.S.A.), which in turn is a subsidiary of Manulife Financial Corporation (MFC).
Management fee.  The fund has an investment management agreement with the Advisor under which the fund pays a daily management fee to the Advisor equivalent on an annual basis to 0.95% of the fund’s average daily gross assets. The Advisor has a subadvisory agreement with Wellington Management Company LLP. The fund is not responsible for payment of the subadvisory fees.
The Advisor has contractually agreed to waive a portion of its management fee and/or reimburse expenses for certain funds of the John Hancock group of funds complex, including the fund (the participating portfolios). This waiver is based upon aggregate net assets of all the participating portfolios. The amount of the reimbursement is calculated daily and allocated among all the participating portfolios in proportion to the daily net assets of each
31 JOHN HANCOCK Hedged Equity & Income Fund | SEMIANNUAL REPORT  

fund. During the six months ended June 30, 2023, this waiver amounted to 0.01% of the fund’s average daily net assets, on an annualized basis. This arrangement expires on July 31, 2025, unless renewed by mutual agreement of the fund and the Advisor based upon a determination that this is appropriate under the circumstances at that time.
The expense reductions described above amounted to $5,128 for the six months ended June 30, 2023.
Expenses waived or reimbursed in the current fiscal period are not subject to recapture in future fiscal periods.
The investment management fees, including the impact of the waivers and reimbursements as described above, incurred for the six months ended June 30, 2023, were equivalent to a net annual effective rate of 0.94% of the fund’s average daily managed net assets.
Accounting and legal services. Pursuant to a service agreement, the fund reimburses the Advisor for all expenses associated with providing the administrative, financial, legal, compliance, accounting and recordkeeping services to the fund, including the preparation of all tax returns, periodic reports to shareholders and regulatory reports, among other services. These accounting and legal services fees incurred, for the six months ended June 30, 2023, amounted to an annual rate of 0.02% of the fund’s average daily managed net assets. 
Trustee expenses. The fund compensates each Trustee who is not an employee of the Advisor or its affiliates. These Trustees receive from the fund and the other John Hancock closed-end funds an annual retainer. In addition, Trustee out-of-pocket expenses are allocated to each fund based on its net assets relative to other funds within the John Hancock group of funds complex.
Note 6Fund share transactions
On December 6, 2011, the Board of Trustees approved a share repurchase plan, which is subsequently reviewed by the Board of Trustees each year in December. Under the current share repurchase plan, the fund may purchase in the open market, between January 1, 2023 and December 31, 2023, up to 10% of its outstanding common shares as of December 31, 2022. The share repurchase plan will remain in effect between January 1, 2023 and December 31, 2023.
During the six months ended June 30, 2023 and the year ended December 31, 2022, the fund had no activities under the repurchase program. Shares repurchased and corresponding dollar amounts, if any, are included on the Statements of changes in net assets. The anti-dilutive impacts of these share repurchases, if any, are included on the Financial highlights.
Note 7Purchase and sale of securities
Purchases and sales of securities, other than short-term investments, amounted to $86,383,011 and $92,579,365, respectively, for the six months ended June 30, 2023.
  SEMIANNUAL REPORT | JOHN HANCOCK Hedged Equity & Income Fund 32

Investment objective, principal investment strategies, and principal risks

Unaudited
Investment Objective
The fund’s investment objective is to provide total return with a focus on current income and gains and also consisting of long-term capital appreciation.
Principal Investment Strategies
Under normal circumstances, the fund will invest at least 80% of its net assets (assets plus borrowings for investment purposes) in equity and equity-related securities, including common stock, preferred stock, depositary receipts (including American Depositary Receipts and Global Depositary Receipts), index-related securities (including exchange traded funds (“ETFs”), options on equity securities and equity indexes, real estate investment structures (including real estate investment trusts (“REITs”)), convertible securities, private placements, convertible preferred stock, rights, warrants, derivatives linked to equity securities or indexes and other similar equity equivalents. The fund may invest in listed and unlisted domestic and foreign equity and equity-related securities or instruments. These equity and equity-related instruments may include equity securities of, or derivatives linked to, foreign issuers and indexes (including emerging market issuers or indexes). The fund may invest in foreign issuers and foreign-currency securities without any limitation. The fund will notify shareholders at least 60 days prior to any change in this 80% policy.
The fund uses an equity strategy (the “Equity Strategy”) and an actively managed option overlay strategy (the “Option Strategy”) to pursue its investment objective. By combining these two strategies, the fund seeks to provide investors with a portfolio that will generate attractive long-term total returns with significant downside equity market protection.
The Equity Strategy will seek to provide broad-based exposure to equity markets, while emphasizing downside equity market protection. The goal of the Equity Strategy is a broadly diversified equity portfolio that is generally fully invested and seeks value across all market capitalization ranges, industries and sectors that seeks to participate in and capture the broader equity market returns in rising market conditions, while limiting losses relative to the broader equity markets in declining market circumstances through an effective combination of equity investment strategies.
The Option Strategy will pursue two goals: (i) to generate earnings for current distribution from option premiums; and (ii) downside equity market protection (through the use of U.S. equity index put options). The Option Strategy will seek to enhance risk-adjusted returns, generate earnings from option premiums and reduce overall portfolio volatility. The fund expects to write index call options on a substantial portion of the fund’s common stock portfolio, although this amount is expected to vary over time based upon U.S. equity market conditions and other factors, including the Advisor’s and Subadvisor’s assessment of market conditions and the liquidity needs of the fund to meet quarterly distributions.
The fund anticipates writing index call options on the S&P 500 Index (the “S&P 500”) with a typical expiration of approximately one month and with call strikes typically set slightly “out-of-the-money” (ranging from approximately 0%-7% above the then-current value of the index). The fund typically will limit notional exposure of the index call options from 0%-50% of the value of the fund’s portfolio securities. In certain circumstances or market conditions (including to meet distribution payments), the Subadvisor may write index call options on a lower percentage of the fund’s portfolio.
The Option Strategy typically will maintain an overall short position on the S&P 500 through its use of index call options. In certain circumstances, the fund may trade out of its index option positions during an intra-month period to lock in a gain, to limit risk, or to meet distribution payments. The Subadvisor retains the discretion to write call options on indices other than the S&P 500 if it deems this appropriate in particular market circumstances or based upon the fund’s stock holdings. A meaningful portion of the fund’s stock holdings will normally consist of
33 JOHN HANCOCK HEDGED EQUITY & INCOME FUND | SEMIANNUAL REPORT  

stocks not included in the indices on which it writes call options. The fund expects to primarily use listed/exchange-traded options contracts but may also use over-the-counter (“OTC”) options. OTC options may be utilized to obtain exposure to specific strike prices, expiration dates and/or exposure to underlying indices not available in the exchange-traded options market. The fund may also invest in derivatives such as futures contracts and foreign currency forward contracts.
The fund may also invest up to 20% of its net assets (plus borrowings for investment purposes) in fixed-income securities and fixed-income related instruments. These fixed-income securities may include non-investment grade (“high yield” or “junk bond”) instruments.”
The manager may also take into consideration environmental, social, and/or governance (ESG) factors, alongside other relevant factors, as part of its investment selection process. The ESG characteristics utilized in the fund’s investment process may change over time and one or more characteristics may not be relevant with respect to all issuers that are eligible fund investments.
Principal Risks
As is the case with all exchange-listed closed-end funds, shares of this fund may trade at a discount or a premium to the fund’s net asset value (NAV). An investment in the fund is subject to investment and market risks, including the possible loss of the entire principal invested.
The fund’s main risks are listed below in alphabetical order, not in order of importance.
Changing distribution level & return of capital risk. There is no guarantee prior distribution levels will be maintained, and distributions may include a substantial tax return of capital. A return of capital is the return of all or a portion of a shareholder’s investment in the fund. For the fiscal year ended December 31, 2022, the fund’s aggregate distributions included a return of capital of $0.40 per share, or 34.55% of aggregate distributions, which could impact the tax treatment of a subsequent sale of fund shares.
Credit and counterparty risk. The issuer or guarantor of a fixed-income security, the counterparty to an over-the-counter derivatives contract, or a borrower of fund securities may not make timely payments or otherwise honor its obligations. A downgrade or default affecting any of the fund’s securities could affect the fund’s performance.
Economic and market events risk. Events in the U.S. and global financial markets, including actions taken by the U.S. Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times result in unusually high market volatility, which could negatively impact performance. Reduced liquidity in credit and fixed-income markets could adversely affect issuers worldwide. Financial institutions could suffer losses as interest rates rise or economic conditions deteriorate.
A widespread health crisis such as a global pandemic could cause substantial market volatility, exchange trading suspensions and closures, and affect fund performance. For example, the coronavirus (COVID-19) pandemic has resulted and may continue to result in significant disruptions to global business activity and market volatility due to disruptions in market access, resource availability, facilities operations, imposition of tariffs, export controls and supply chain disruption, among others. The impact of a health crisis and other epidemics and pandemics that may arise in the future, could affect the global economy in ways that cannot necessarily be foreseen at the present time. A health crisis may exacerbate other preexisting political, social, and economic risks. Any such impact could adversely affect the fund’s performance, resulting in losses to your investment.
Equity securities risk. The price of equity securities may decline due to changes in a company’s financial condition or overall market conditions. Securities the manager believes are undervalued may never realize their full potential value, and in certain markets value stocks may underperform the market as a whole.
  SEMIANNUAL REPORT | JOHN HANCOCK HEDGED EQUITY & INCOME FUND 34

ESG integration risk. The manager considers ESG factors that it deems relevant or additive, along with other material factors and analysis, when managing the fund. The portion of the fund’s investments for which the manager considers these ESG factors may vary, and could increase or decrease over time. In certain situations, the extent to which these ESG factors may be applied according to the manager’s integrated investment process may not include U.S. Treasuries, government securities, or other asset classes. ESG factors may include, but are not limited to, matters regarding board diversity, climate change policies, and supply chain and human rights policies. Incorporating ESG criteria and making investment decisions based on certain ESG characteristics, as determined by the Advisor, carries the risk that the fund may perform differently, including underperforming funds that do not utilize ESG criteria or funds that utilize different ESG criteria. Integration of ESG factors into the fund’s investment process may result in a manager making different investments for the fund than for a fund with a similar investment universe and/or investment style that does not incorporate such considerations in its investment strategy or processes, and the fund’s investment performance may be affected. Because ESG factors are one of many considerations for the fund, the manager may nonetheless include companies with low ESG characteristics or exclude companies with high ESG characteristics in the fund’s investments.
Exchange-traded funds (ETFs) risk. The risks of owning shares of an ETF include the risks of owning the underlying securities the ETF holds. Lack of liquidity in an ETF could result in the ETF being more volatile than its underlying securities. An ETF’s shares could trade at a significant premium or discount to its NAV. A fund bears ETF fees and expenses indirectly.
Fixed-income securities risk. A rise in interest rates typically causes bond prices to fall. The longer the average maturity or duration of the bonds held by a fund, the more sensitive it will likely be to interest-rate fluctuations. An issuer may not make all interest payment or repay all or any of the principal borrowed. Changes in a security’s credit qualify may adversely affect fund performance. Increases in real interest rates generally cause the price of inflation-protected debt securities to decrease and the fund’s value may decline as a result of this exposure to these securities.
Foreign securities risk. Less information may be publicly available regarding foreign issuers, including foreign government issuers. Foreign securities may be subject to foreign taxes and may be more volatile than U.S. securities. Currency fluctuations and political and economic developments may adversely impact the value of foreign securities. The risks of investing in foreign securities are magnified in emerging markets. If applicable, depositary receipts are subject to most of the risks associated with investing in foreign securities directly because the value of a depositary receipt is dependent upon the market price of the underlying foreign equity security. Depositary receipts are also subject to liquidity risk.
Hedging, derivatives, and other strategic transactions risk. Hedging, derivatives, and other strategic transactions may increase a fund’s volatility and could produce disproportionate losses, potentially more than the fund’s principal investment. Risks of these transactions are different from and possibly greater than risks of investing directly in securities and other traditional instruments. Under certain market conditions, derivatives could become harder to value or sell and may become subject to liquidity risk (i.e., the inability to enter into closing transactions). Derivatives and other strategic transactions that the fund intends to utilize include: foreign currency forward contracts, futures contracts and options. Foreign currency forward contracts, futures contracts and options generally are subject to counterparty risk. Derivatives associated with foreign currency transactions are subject to currency risk.
Illiquid and restricted securities risk. Illiquid and restricted securities may be difficult to value and may involve greater risks than liquid securities. Illiquidity may have an adverse impact on a particular security’s market price and the fund’s ability to sell the security.
Large company risk. Larger companies may grow more slowly than smaller companies or be slower to respond to business developments. Large-capitalization securities may underperform the market as a whole.
35 JOHN HANCOCK HEDGED EQUITY & INCOME FUND | SEMIANNUAL REPORT  

LIBOR discontinuation risk. The publication of the London Interbank Offered Rate (LIBOR), which many debt securities, derivatives and other financial instruments used or continue to use as the reference or benchmark rate for interest rate calculations, was discontinued for certain maturities, on December 31, 2021, and ceased publishing the remaining and most liquid U.S. LIBOR maturities on June 30, 2023 on a representative basis. The 1-, 3- and 6-month USD LIBOR maturities will continue to be published based on a synthetic methodology through September 30, 2024 and are permitted to be used in all legacy contracts except cleared derivatives. The transition process away from LIBOR may lead to increased volatility and illiquidity in markets that currently rely on LIBOR to determine interest rates, and the eventual use of an alternative reference rate may adversely affect the fund’s performance. In addition, the usefulness of LIBOR may deteriorate in the period leading up to its discontinuation, which could adversely affect the liquidity or market value of securities that use LIBOR.
Liquidity risk. The extent (if at all) to which a security may be sold or a derivative position closed without negatively impacting its market value may be impaired by reduced market activity or participation, legal restrictions, or other economic and market impediments. Widespread selling of fixed-income securities to satisfy redemptions during periods of reduced demand may adversely impact the price or salability of such securities.
Lower-rated and high-yield fixed-income securities risk. Lower-rated and high-yield fixed-income securities (junk bonds) are subject to greater credit quality risk, risk of default, and price volatility than higher-rated fixed-income securities, may be considered speculative, and can be difficult to resell.
Operational and cybersecurity risk. Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or proprietary information, or cause a fund or its service providers to suffer data corruption or lose operational functionality. Similar incidents affecting issuers of a fund’s securities may negatively impact performance. Operational risk may arise from human error, error by third parties, communication errors, or technology failures, among other causes.
Preferred and convertible securities risk. Preferred stock dividends are payable only if declared by the issuer’s board. Preferred stock may be subject to redemption provisions. The market values of convertible securities tend to fall as interest rates rise and rise as interest rates fall. Convertible preferred stock’s value can depend heavily upon the underlying common stock’s value.
Real estate investment trust risk. REITs, pooled investment vehicles that typically invest in real estate directly or in loans collateralized by real estate, carry risks associated with owning real estate, including the potential for a decline in value due to economic or market conditions.
Real estate securities risk. Securities of companies in the real estate industry carry risks associated with owning real estate, including the potential for a decline in value due to economic or market conditions.
Small and mid-sized company risk. Small and mid-sized companies are generally less established and may be more volatile than larger companies. Small and/or mid-capitalization securities may underperform the market as a whole.
  SEMIANNUAL REPORT | JOHN HANCOCK HEDGED EQUITY & INCOME FUND 36

ADDITIONAL INFORMATION

Unaudited
The fund is a closed-end, diversified management investment company, common shares of which were initially offered to the public on May 26, 2011 and are publicly traded on the New York Stock Exchange (the NYSE).
Dividends and distributions
During the six months ended June 30, 2023, distributions from net investment income totaling $0.5800 per share were paid to shareholders. The dates of payments and the amounts per share were as follows:
Payment Date Income Distributions1
March 31, 2023 $0.2900
June 30, 2023 0.2900
Total $0.5800
    
1A portion of the distributions may be deemed a tax return of capital at the fiscal year end.
Dividend reinvestment plan
The fund’s Dividend Reinvestment Plan (the Plan) provides that distributions of dividends and capital gains are automatically reinvested in common shares of the fund by Computershare Trust Company, N.A. (the Plan Agent). Every shareholder holding at least one full share of the fund is entitled to participate in the Plan. In addition, every shareholder who became a shareholder of the fund after June 30, 2011, and holds at least one full share of the fund will be automatically enrolled in the Plan. Shareholders may withdraw from the Plan at any time and shareholders who do not participate in the Plan will receive all distributions in cash.
If the fund declares a dividend or distribution payable either in cash or in common shares of the fund and the market price of shares on the payment date for the distribution or dividend equals or exceeds the fund’s net asset value per share (NAV), the fund will issue common shares to participants at a value equal to the higher of NAV or 95% of the market price. The number of additional shares to be credited to each participant’s account will be determined by dividing the dollar amount of the distribution or dividend by the higher of NAV or 95% of the market price. If the market price is lower than NAV, or if dividends or distributions are payable only in cash, then participants will receive shares purchased by the Plan Agent on participants’ behalf on the NYSE or otherwise on the open market. If the market price exceeds NAV before the Plan Agent has completed its purchases, the average per share purchase price may exceed NAV, resulting in fewer shares being acquired than if the fund had issued new shares.
There are no brokerage charges with respect to common shares issued directly by the fund. However, whenever shares are purchased or sold on the NYSE or otherwise on the open market, each participant will pay a pro rata portion of brokerage trading fees, currently $0.05 per share purchased or sold. Brokerage trading fees will be deducted from amounts to be invested.
The reinvestment of dividends and net capital gains distributions does not relieve participants of any income tax that may be payable on such dividends or distributions.
Shareholders participating in the Plan may buy additional shares of the fund through the Plan at any time in amounts of at least $50 per investment, up to a maximum of $10,000, with a total calendar year limit of $100,000. Shareholders will be charged a $5 transaction fee plus $0.05 per share brokerage trading fee for each order. Purchases of additional shares of the fund will be made on the open market. Shareholders who elect to utilize monthly electronic fund transfers to buy additional shares of the fund will be charged a $2 transaction fee plus $0.05 per share brokerage trading fee for each automatic purchase. Shareholders can also sell fund shares held in the Plan account at any time by contacting the Plan Agent by telephone, in writing or by visiting the Plan Agent’s website at www.computershare.com/investor. The Plan Agent will mail a check (less applicable brokerage
37 JOHN HANCOCK HEDGED EQUITY & INCOME FUND  | SEMIANNUAL REPORT  

trading fees) on settlement date. Pursuant to regulatory changes, effective September 5, 2017, the settlement date is changed from three business days after the shares have been sold to two business days after the shares have been sold. If shareholders choose to sell shares through their stockbroker, they will need to request that the Plan Agent electronically transfer those shares to their stockbroker through the Direct Registration System.
Shareholders participating in the Plan may withdraw from the Plan at any time by contacting the Plan Agent by telephone, in writing or by visiting the Plan Agent’s website at www.computershare.com/investor. Such termination will be effective immediately if the notice is received by the Plan Agent prior to any dividend or distribution record date; otherwise, such termination will be effective on the first trading day after the payment date for such dividend or distribution, with respect to any subsequent dividend or distribution. If shareholders withdraw from the Plan, their shares will be credited to their account; or, if they wish, the Plan Agent will sell their full and fractional shares and send the shareholders the proceeds, less a transaction fee of $5 and less brokerage trading fees of $0.05 per share. If a shareholder does not maintain at least one whole share of common stock in the Plan account, the Plan Agent may terminate such shareholder’s participation in the Plan after written notice. Upon termination, shareholders will be sent a check for the cash value of any fractional share in the Plan account, less any applicable broker commissions and taxes.
Shareholders who hold at least one full share of the fund may join the Plan by notifying the Plan Agent by telephone, in writing or by visiting the Plan Agent’s website at www.computershare.com/investor. If received in proper form by the Plan Agent before the record date of a dividend, the election will be effective with respect to all dividends paid after such record date. If shareholders wish to participate in the Plan and their shares are held in the name of a brokerage firm, bank or other nominee, shareholders should contact their nominee to see if it will participate in the Plan. If shareholders wish to participate in the Plan, but their brokerage firm, bank or other nominee is unable to participate on their behalf, they will need to request that their shares be re-registered in their own name, or they will not be able to participate. The Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by shareholders as representing the total amount registered in their name and held for their account by their nominee.
Experience under the Plan may indicate that changes are desirable. Accordingly, the fund and the Plan Agent reserve the right to amend or terminate the Plan. Participants generally will receive written notice at least 90 days before the effective date of any amendment. In the case of termination, participants will receive written notice at least 90 days before the record date for the payment of any dividend or distribution by the fund.
All correspondence or requests for additional information about the Plan should be directed to Computershare Trust Company, N.A., at the address stated below, or by calling 800-852-0218, 201-680-6578 (For International Telephone Inquiries) and 800-952-9245 (For the Hearing Impaired (TDD)).
Shareholder communication and assistance
If you have any questions concerning the fund, we will be pleased to assist you. If you hold shares in your own name and not with a brokerage firm, please address all notices, correspondence, questions or other communications regarding the fund to the transfer agent at:
Regular Mail:
Computershare
P.O. Box 43006
Providence, RI 02940-3078
Registered or Overnight Mail:
Computershare
150 Royall Street, Suite 101
Canton, MA 02021
If your shares are held with a brokerage firm, you should contact that firm, bank or other nominee for assistance.
  SEMIANNUAL REPORT | JOHN HANCOCK HEDGED EQUITY & INCOME FUND 38

SHAREHOLDER MEETING

The fund held its Annual Meeting of Shareholders on Tuesday, February 21, 2023. The following proposal was considered by the shareholders:
THE PROPOSAL PASSED ON FEBRUARY 21, 2023
Proposal: To elect one (1) Trustee (Noni L. Ellison) to serve for a one-year term ending at the 2024 Annual Meeting of Shareholders. To elect two (2) Trustees (Dean C. Garfield and Patricia Lizarraga) to serve for a two-year term ending at the 2025 Annual Meeting of Shareholders, and to elect six (6) Trustees (James R. Boyle, William H. Cunningham, Grace K. Fey, Paul Lorentz, Hassell H. McClellan, and Gregory A. Russo) to serve for a three-year term ending at the 2026 Annual Meeting of Shareholders.
  Total votes
for the nominee
Total votes withheld
from the nominee
Independent Trustees    
James R. Boyle 10,008,625.530 249,723.000
William H. Cunningham 10,003,536.530 254,812.000
Noni L. Ellison 10,002,195.530 256,153.000
Grace K. Fey 10,002,384.530 255,964.000
Dean C. Garfield 10,000,988.530 257,360.000
Patricia Lizarraga 9,939,740.530 318,608.000
Hassell H. McClellan 9,962,234.530 296,114.000
Gregory A. Russo 9,946,897.530 311,451.000
    
Non-Independent Trustees    
Paul Lorentz 10,009,363.530 249,985.000
Trustees whose term of office continued after the Annual Meeting of Shareholders because they were not up for election are: Andrew G. Arnott, Deborah C. Jackson, Steven R. Pruchansky, and Frances G. Rathke.
39 JOHN HANCOCK HEDGED EQUITY & INCOME FUND  | SEMIANNUAL REPORT  

EVALUATION OF ADVISORY AND SUBADVISORY AGREEMENTS BY THE BOARD OF TRUSTEES

This section describes the evaluation by the Board of Trustees (the Board) of John Hancock Hedged Equity & Income Fund (the fund) of the Advisory Agreement (the Advisory Agreement) with John Hancock Investment Management LLC (the Advisor) and the Subadvisory Agreement (the Subadvisory Agreement) with Wellington Management Company LLP (the Subadvisor). The Advisory Agreement and Subadvisory Agreement are collectively referred to as the Agreements. Prior to the June 26-29, 2023 meeting at which the Agreements were approved, the Board also discussed and considered information regarding the proposed continuation of the Agreements at the meeting held on May 30-June 1, 2023. The Trustees who are not "interested persons" of the Trust as defined by the Investment Company Act of 1940, as amended (the 1940 Act) (the Independent Trustees) also met separately to evaluate and discuss the information presented, including with counsel to the Independent Trustees and a third-party consulting firm.
Approval of Advisory and Subadvisory Agreements
At meetings held on June 26-29, 2023, the Board, including the Trustees who are not parties to any Agreement or considered to be interested persons of the fund under the 1940 Act, reapproved for an annual period the continuation of the Advisory Agreement between the fund and the Advisor and the Subadvisory Agreement between the Advisor and the Subadvisor with respect to the fund.
In considering the Advisory Agreement and the Subadvisory Agreement, the Board received in advance of the meetings a variety of materials relating to the fund, the Advisor and the Subadvisor, including comparative performance, fee and expense information for a peer group of similar funds prepared by an independent third-party provider of fund data, performance information for an applicable benchmark index; and other pertinent information, such as the market premium and discount information, and, with respect to the Subadvisor, comparative performance information for comparably managed accounts, as applicable, and other information provided by the Advisor and the Subadvisor regarding the nature, extent and quality of services provided by the Advisor and the Subadvisor under their respective Agreements, as well as information regarding the Advisor’s revenues and costs of providing services to the fund and any compensation paid to affiliates of the Advisor. At the meetings at which the renewal of the Advisory Agreement and Subadvisory Agreement are considered, particular focus is given to information concerning fund performance, comparability of fees and total expenses, and profitability. However, the Board noted that the evaluation process with respect to the Advisor and the Subadvisor is an ongoing one. In this regard, the Board also took into account discussions with management and information provided to the Board (including its various committees) at prior meetings with respect to the services provided by the Advisor and the Subadvisor to the fund, including quarterly performance reports prepared by management containing reviews of investment results and prior presentations from the Subadvisor with respect to the fund. The information received and considered by the Board in connection with the May and June meetings and throughout the year was both written and oral. The Board  considered the nature, quality, and extent of non-advisory services, if any, to be provided to the fund by the Advisor’s affiliates. The Board considered the Advisory Agreement and the Subadvisory Agreement separately in the course of its review. In doing so, the Board noted the respective roles of the Advisor and Subadvisor in providing services to the fund.
Throughout the process, the Board asked questions of and requested additional information from management. The Board was assisted by counsel for the fund and the Independent Trustees were also separately assisted by independent legal counsel throughout the process. The Independent Trustees also received a memorandum from their independent legal counsel discussing the legal standards for their consideration of the proposed continuation of the Agreements and discussed the proposed continuation of the Agreements in private sessions with their independent legal counsel at which no representatives of management were present.
  SEMIANNUAL REPORT  | JOHN HANCOCK HEDGED EQUITY & INCOME FUND 40

Approval of Advisory Agreement
In approving the Advisory Agreement with respect to the fund, the Board, including the Independent Trustees, considered a variety of factors, including those discussed below. The Board also considered other factors (including conditions and trends prevailing generally in the economy, the securities markets, and the industry) and did not treat any single factor as determinative, and each Trustee may have attributed different weights to different factors. The Board’s conclusions may be based in part on its consideration of the advisory and subadvisory arrangements in prior years and on the Board’s ongoing regular review of fund performance and operations throughout the year.
Nature, extent, and quality of services. Among the information received by the Board from the Advisor relating to the nature, extent, and quality of services provided to the fund, the Board reviewed information provided by the Advisor relating to its operations and personnel, descriptions of its organizational and management structure, and information regarding the Advisor’s compliance and regulatory history, including its Form ADV. The Board also noted that on a regular basis it receives and reviews information from the fund’s Chief Compliance Officer (CCO) regarding the fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act. The Board observed that the scope of services provided by the Advisor, and of the undertakings required of the Advisor in connection with those services, including maintaining and monitoring its own and the fund’s compliance programs, risk management programs, liquidity management programs, derivatives risk management programs, and cybersecurity programs, had expanded over time as a result of regulatory, market and other developments. The Board considered that the Advisor is responsible for the management of the day-to-day operations of the fund, including, but not limited to, general supervision of and coordination of the services provided by the Subadvisor, and is also responsible for monitoring and reviewing the activities of the Subadvisor and other third-party service providers. The Board also considered the significant risks assumed by the Advisor in connection with the services provided to the fund including entrepreneurial risk in sponsoring new funds and ongoing risks including investment, operational, enterprise, litigation, regulatory and compliance risk with respect to all funds.
The Board also considered the differences between the Advisor’s services to the fund and the services it provides to other clients that are not closed-end funds, including, for example, the differences in services related to the regulatory and legal obligations of closed-end funds.
In considering the nature, extent, and quality of the services provided by the Advisor, the Trustees also took into account their knowledge of the Advisor’s management and the quality of the performance of the Advisor’s duties, through Board meetings, discussions and reports during the preceding year and through each Trustee’s experience as a Trustee of the fund and of the other funds in the John Hancock group of funds complex (the John Hancock Fund Complex).
In the course of their deliberations regarding the Advisory Agreement, the Board considered, among other things:
(a) the skills and competency with which the Advisor has in the past managed the fund’s affairs and its subadvisory relationship, the Advisor’s oversight and monitoring of the Subadvisor’s investment performance and compliance programs, such as the Subadvisor’s compliance with fund policies and objectives, review of brokerage matters, including with respect to trade allocation and best execution and the Advisor’s timeliness in responding to performance issues;
(b) the background, qualifications and skills of the Advisor’s personnel;
(c) the Advisor’s compliance policies and procedures and its responsiveness to regulatory changes and fund industry developments;
41 JOHN HANCOCK HEDGED EQUITY & INCOME FUND  | SEMIANNUAL REPORT  

(d) the Advisor’s administrative capabilities, including its ability to supervise the other service providers for the fund, as well as the Advisor’s oversight of any securities lending activity, its monitoring of class action litigation and collection of class action settlements on behalf of the fund, and bringing loss recovery actions on behalf of the fund;
(e) the financial condition of the Advisor and whether it has the financial wherewithal to provide a high level and quality of services to the fund;
(f) the Advisor’s initiatives intended to improve various aspects of the fund’s operations and investor experience with the fund; and
(g) the Advisor’s reputation and experience in serving as an investment advisor to the fund and the benefit to shareholders of investing in funds that are part of a family of funds offering a variety of investments.
The Board concluded that the Advisor may reasonably be expected to continue to provide a high quality of services under the Advisory Agreement with respect to the fund.
Investment performance. In considering the fund’s performance, the Board noted that it reviews at its regularly scheduled meetings information about the fund’s performance results. In connection with the consideration of the Advisory Agreement, the Board:
(a) reviewed information prepared by management regarding the fund’s performance;
(b) considered the comparative performance of an applicable benchmark index;
(c) considered the performance of comparable funds, if any, as included in the report prepared by an independent third-party provider of fund data;
(d) took into account the Advisor’s analysis of the fund’s performance; and
(e) considered the fund’s share performance and premium/discount information.
The Board noted that while it found the data provided by the independent third-party generally useful it recognized its limitations, including in particular that the data may vary depending on the end date selected and the results of the performance comparisons may vary depending on the selection of the peer group. The Board noted that, based on its net asset value, the fund outperformed its benchmark index for the one-year period ended December 31, 2022 and underperformed its benchmark index for the three-, five- and ten-year periods ended December 31, 2022. The Board also noted that, based on its net asset value, the fund outperformed its peer group median for the one- and ten-year periods ended December 31, 2022, underperformed its peer group median for the five-year period ended December 31, 2022 and performed in-line with its peer group median for the three-year period ended December 31, 2022. The Board took into account management’s discussion of the factors that contributed to the fund’s performance for the benchmark index for the three-, five- and ten-year periods and relative to its peer group median for the five-year period. The Board concluded that the fund’s performance has generally been in line with or outperformed the performance of comparable funds.
Fees and expenses. The Board reviewed comparative information prepared by an independent third-party provider of fund data, including, among other data, the fund’s contractual and net management fees (and subadvisory fees, to the extent available) and total expenses as compared to similarly situated investment companies deemed to be comparable to the fund in light of the nature, extent and quality of the management and advisory and subadvisory services provided by the Advisor and the Subadvisor. The Board considered the fund’s ranking within a smaller group of peer funds chosen by the independent third-party provider, as well as the fund’s ranking within a broader group of funds. In comparing the fund’s contractual and net management fees to those of comparable funds, the Board noted that such fees include both advisory and administrative costs.
  SEMIANNUAL REPORT  | JOHN HANCOCK HEDGED EQUITY & INCOME FUND 42

The Board noted that net management fees for the fund are lower than the peer group median and that net total expenses for the fund are lower than the peer group median. The Board took into account management’s discussion with respect to the overall management fee and the fees of the Subadvisor, including the amount of the advisory fee retained by the Advisor after payment of the subadvisory fee, in each case in light of the services rendered for those amounts and the risks undertaken by the Advisor. The Board also noted that the Advisor pays the subadvisory fee, and that such fees are negotiated at arm’s length with respect to the Subadvisor. In addition, the Board took into account that management had agreed to implement an overall fee waiver across the complex, including the fund, which is discussed further below. The Board reviewed information provided by the Advisor concerning the investment advisory fee charged by the Advisor or one of its advisory affiliates to other clients (including other funds in the John Hancock Fund Complex) having similar investment mandates, if any. The Board considered any differences between the Advisor’s and Subadvisor’s services to the fund and the services they provide to other comparable clients or funds. The Board concluded that the advisory fee paid with respect to the fund is reasonable in light of the nature, extent and quality of the services provided to the fund under the Advisory Agreement.
Profitability/Fall out benefits. In considering the costs of the services to be provided and the profits to be realized by the Advisor and its affiliates from the Advisor’s relationship with the fund, the Board:
(a) reviewed financial information of the Advisor;
(b) reviewed and considered information presented by the Advisor regarding the net profitability to the Advisor and its affiliates with respect to the fund;
(c) received and reviewed profitability information with respect to the John Hancock Fund Complex as a whole and with respect to the fund;
(d) received information with respect to the Advisor’s allocation methodologies used in preparing the profitability data and considered that the advisor hired an independent third-party consultant to provide an analysis of the Advisor’s allocation methodologies;
(e) considered that the Advisor also provides administrative services to the fund on a cost basis pursuant to an administrative services agreement;
(f) noted that the Advisor also derives reputational and other indirect benefits from providing advisory services to the fund;
(g) noted that the subadvisory fees for the fund are paid by the Advisor and is negotiated at arm’s length;
(h) considered the Advisor’s ongoing costs and expenditures necessary to improve services, meet new regulatory and compliance requirements, and adapt to other challenges impacting the fund industry; and
(i) considered that the Advisor should be entitled to earn a reasonable level of profits in exchange for the level of services it provides to the fund and the risks that it assumes as Advisor, including entrepreneurial, operational, reputational, litigation and regulatory risk.
Based upon its review, the Board concluded that the level of profitability, if any, of the Advisor and its affiliates from their relationship with the fund was reasonable and not excessive.
43 JOHN HANCOCK HEDGED EQUITY & INCOME FUND  | SEMIANNUAL REPORT  

Economies of scale. In considering the extent to which the fund may realize any economies of scale and whether fee levels reflect these economies of scale for the benefit of the fund shareholders, the Board noted that the fund has a limited ability to increase its assets as a closed-end fund. The Board took into account management’s discussions of the current advisory fee structure, and, as noted above, the services the Advisor provides in performing its functions under the Advisory Agreement and in supervising the Subadvisor.
The Board also considered potential economies of scale that may be realized by the fund as part of the John Hancock Fund Complex. Among them, the Board noted that the Advisor has contractually agreed to waive a portion of its management fee and/or reimburse expenses for certain funds of the John Hancock Fund Complex, including the fund (the participating portfolios). This waiver is based upon aggregate net assets of all the participating portfolios. The amount of the reimbursement is calculated daily and allocated among all the participating portfolios in proportion to the daily net assets of each fund. The Board considered the Advisor’s overall operations and its ongoing investment in its business in order to expand the scale of, and improve the quality of, its operations that benefit the fund. The Board determined that the management fee structure for the fund was reasonable.
Approval of Subadvisory Agreement
In making its determination with respect to approval of the Subadvisory Agreement, the Board reviewed:
(1) information relating to the Subadvisor’s business, including current subadvisory services to the fund (and other funds in the John Hancock Fund Complex);
(2) the historical and current performance of the fund and comparative performance information relating to an applicable benchmark index and comparable funds;
(3) the subadvisory fee for the fund, and to the extent available, comparable fee information prepared by an independent third party provider of fund data; and
(4) information relating to the nature and scope of any material relationships and their significance to the fund’s Advisor and Subadvisor.
Nature, extent, and quality of services. With respect to the services provided by the Subadvisor, the Board received information provided to the Board by the Subadvisor, including the Subadvisor’s Form ADV, as well as took into account information presented throughout the past year. The Board considered the Subadvisor’s current level of staffing and its overall resources, as well as received information relating to the Subadvisor’s compensation program. The Board reviewed the Subadvisor’s history and investment experience, as well as information regarding the qualifications, background, and responsibilities of the Subadvisor’s investment and compliance personnel who provide services to the fund. The Board also considered, among other things, the Subadvisor’s compliance program and any disciplinary history. The Board also considered the Subadvisor’s risk assessment and monitoring process. The Board reviewed the Subadvisor’s regulatory history, including whether it was involved in any regulatory actions or investigations as well as material litigation, and any settlements and amelioratory actions undertaken, as appropriate. The Board noted that the Advisor conducts regular, periodic reviews of the Subadvisor and its operations, including regarding investment processes and organizational and staffing matters. The Board also noted that the fund’s CCO and his staff conduct regular, periodic compliance reviews with the Subadvisor and present reports to the Independent Trustees regarding the same, which includes evaluating the regulatory compliance systems of the Subadvisor and procedures reasonably designed to assure compliance with the federal securities laws. The Board also took into account the financial condition of the Subadvisor.
The Board considered the Subadvisor’s investment process and philosophy. The Board took into account that the Subadvisor’s responsibilities include the development and maintenance of an investment program for the fund that is consistent with the fund’s investment objective, the selection of investment securities and the placement of
  SEMIANNUAL REPORT  | JOHN HANCOCK HEDGED EQUITY & INCOME FUND 44

orders for the purchase and sale of such securities, as well as the implementation of compliance controls related to performance of these services. The Board also received information with respect to the Subadvisor’s brokerage policies and practices, including with respect to best execution and soft dollars.
Subadvisor compensation. In considering the cost of services to be provided by the Subadvisor and the profitability to the Subadvisor of its relationship with the fund, the Board noted that the fees under the Subadvisory Agreement are paid by the Advisor and not the fund. 
The Board also relied on the ability of the Advisor to negotiate the Subadvisory Agreement with the Subadvisor, which is not affiliated with the Advisor, and the fees thereunder at arm’s length. As a result, the costs of the services to be provided and the profits to be realized by the Subadvisor from its relationship with the Trust were not a material factor in the Board’s consideration of the Subadvisory Agreement.
The Board also received information regarding the nature and scope (including their significance to the Advisor and its affiliates and to the Subadvisor) of any material relationships with respect to the Subadvisor, which include arrangements in which the Subadvisor or its affiliates provide advisory, distribution, or management services in connection with financial products sponsored by the Advisor or its affiliates, and may include other registered investment companies, a 529 education savings plan, managed separate accounts and exempt group annuity contracts sold to qualified plans. The Board also received information and took into account any other potential conflicts of interest the Advisor might have in connection with the Subadvisory Agreement.
In addition, the Board considered other potential indirect benefits that the Subadvisor and its affiliates may receive from the Subadvisor’s relationship with the fund, such as the opportunity to provide advisory services to additional funds in the John Hancock Fund Complex and reputational benefits.
Subadvisory fees. The Board considered that the fund pays an advisory fee to the Advisor and that, in turn, the Advisor pays subadvisory fees to the Subadvisor. As noted above, the Board also considered the fund’s subadvisory fee as compared to similarly situated investment companies deemed to be comparable to the fund as included in the report prepared by the independent third party provider of fund data, to the extent available. The Board noted that the limited size of the Lipper peer group was not sufficient for comparative purposes. The Board also took into account the subadvisory fee paid by the Advisor to the Subadvisor with respect to the fund and compared them to fees charged by the Subadvisor to manage other subadvised portfolios and portfolios not subject to regulation under the 1940 Act, as applicable.
Subadvisor performance. As noted above, the Board considered the fund’s performance as compared to the fund’s peer group and the benchmark index and noted that the Board reviews information about the fund’s performance results at its regularly scheduled meetings. The Board noted the Advisor’s expertise and resources in monitoring the performance, investment style and risk-adjusted performance of the Subadvisor. The Board was mindful of the Advisor’s focus on the Subadvisor’s performance. The Board also noted the Subadvisor’s long-term performance record for similar accounts, as applicable.
The Board’s decision to approve the Subadvisory Agreement was based on a number of determinations, including the following:
(1) the Subadvisor has extensive experience and demonstrated skills as a manager;
(2) the fund’s performance has generally been in line with or outperformed the historical performance of comparable funds; and
(3) the subadvisory fees are reasonable in relation to the level and quality of services being provided under the Subadvisory Agreement.
***
45 JOHN HANCOCK HEDGED EQUITY & INCOME FUND  | SEMIANNUAL REPORT  

Based on the Board’s evaluation of all factors that the Board deemed to be material, including those factors described above, the Board, including the Independent Trustees, concluded that renewal of the Advisory Agreement and the Subadvisory Agreement would be in the best interest of the fund and its shareholders. Accordingly, the Board, and the Independent Trustees voting separately, approved the Advisory Agreement and Subadvisory Agreement for an additional one-year period.

1On June 19, 2020, as a result of health and safety measures put in place to combat the global COVID-19 pandemic, the Securities and Exchange Commission issued an exemptive order (the “Order”) pursuant to Sections 6(c) and 38(a) of the Investment Company Act of 1940, as amended (the “1940 Act”), that temporarily exempts registered investment management companies from the in-person voting requirements under the 1940 Act, subject to certain requirements, including that votes taken pursuant to the Order are ratified at the next in-person meeting. The Board determined that reliance on the Order was necessary or appropriate due to the circumstances related to current or potential effects of COVID-19 and therefore, the Board’s May and June meetings were held via videoconference in reliance on the Order. This exemptive order supersedes, in part, a similar earlier exemptive order issued by the SEC.
  SEMIANNUAL REPORT  | JOHN HANCOCK HEDGED EQUITY & INCOME FUND 46

More information
Trustees
Hassell H. McClellan, Chairperson
Steven R. Pruchansky, Vice Chairperson
Andrew G. Arnott
James R. Boyle
William H. Cunningham*
Grace K. Fey
Noni L. Ellison^
Dean C. Garfield^
Deborah C. Jackson
Patricia Lizarraga*,^
Paul Lorentz
Frances G. Rathke*
Gregory A. Russo
Officers
Kristie M. Feinberg#
President
Charles A. Rizzo
Chief Financial Officer
Salvatore Schiavone
Treasurer
Christopher (Kit) Sechler
Secretary and Chief Legal Officer
Trevor Swanberg
Chief Compliance Officer
Investment advisor
John Hancock Investment Management LLC
Subadvisor
Wellington Management Company LLP
Portfolio Managers
Robert J. Isch, CFA
Gregg R. Thomas, CFA
Custodian
State Street Bank and Trust Company
Transfer agent
Computershare Shareowner Services, LLC
Legal counsel
K&L Gates LLP
Stock symbol
Listed New York Stock Exchange: HEQ
 
 Non-Independent Trustee
* Member of the Audit Committee
^ Appointed to serve as Independent Trustee effective as of September 20, 2022.
Appointed to serve as Non-Independent Trustee effective as of September 20, 2022.
# Effective June 29, 2023.
The fund’s proxy voting policies and procedures, as well as the fund proxy voting record for the most recent twelve-month period ended June 30, are available free of charge on the Securities and Exchange Commission (SEC) website at sec.gov or on our website.
All of the fund’s holdings as of the end of the third month of every fiscal quarter are filed with the SEC on Form N-PORT within 60 days of the end of the fiscal quarter. The fund’s Form N-PORT filings are available on our website and the SEC’s website, sec.gov.
We make this information on your fund, as well as monthly portfolio holdings, and other fund details available on our website at jhinvestments.com or by calling 800-852-0218.
The report is certified under the Sarbanes-Oxley Act, which requires closed-end funds and other public companies to affirm that, to the best of their knowledge, the information in their financial reports is fairly and accurately stated in all material respects.
You can also contact us:    
800-852-0218 Regular mail: Express mail:
jhinvestments.com Computershare
P.O. Box 43006
Providence, RI 02940-3078
Computershare
150 Royall St., Suite 101
Canton, MA 02021
47 JOHN HANCOCK HEDGED EQUITY & INCOME FUND | SEMIANNUAL REPORT  

John Hancock family of funds
U.S. EQUITY FUNDS

Blue Chip Growth
Classic Value
Disciplined Value
Disciplined Value Mid Cap
Equity Income
Financial Industries
Fundamental All Cap Core
Fundamental Large Cap Core
Mid Cap Growth
New Opportunities
Regional Bank
Small Cap Core
Small Cap Growth
Small Cap Value
U.S. Global Leaders Growth
U.S. Growth
INTERNATIONAL EQUITY FUNDS

Disciplined Value International
Emerging Markets
Emerging Markets Equity
Fundamental Global Franchise
Global Environmental Opportunities
Global Equity
Global Shareholder Yield
Global Thematic Opportunities
International Dynamic Growth
International Growth
International Small Company
FIXED-INCOME FUNDS

Bond
California Municipal Bond
Emerging Markets Debt
Floating Rate Income
Government Income
High Yield
High Yield Municipal Bond
Income
Investment Grade Bond
Money Market
Municipal Opportunities
Opportunistic Fixed Income
Short Duration Bond
Short Duration Municipal Opportunities
Strategic Income Opportunities
ALTERNATIVE FUNDS

Alternative Asset Allocation
Diversified Macro
Infrastructure
Multi-Asset Absolute Return
Real Estate Securities
Seaport Long/Short
 
The fund’s investment objectives, risks, charges, and expenses are included in the prospectus and should be considered carefully before investing. For a prospectus, contact your financial professional, call John Hancock Investment Management at 800-852-0218, or visit the fund’s website at jhinvestments.com. Please read the prospectus carefully before investing or sending money.
The John Hancock funds are distributed by John Hancock Investment Management Distributors LLC. Member FINRA SIPC.

EXCHANGE-TRADED FUNDS

John Hancock Corporate Bond ETF
John Hancock International High Dividend ETF
John Hancock Mortgage-Backed Securities ETF
John Hancock Multifactor Developed International ETF
John Hancock Multifactor Emerging Markets ETF
John Hancock Multifactor Large Cap ETF
John Hancock Multifactor Mid Cap ETF
John Hancock Multifactor Small Cap ETF
John Hancock Preferred Income ETF
John Hancock U.S. High Dividend ETF
ASSET ALLOCATION/TARGET DATE FUNDS

Balanced
Multi-Asset High Income
Lifestyle Blend Portfolios
Lifetime Blend Portfolios
Multimanager Lifestyle Portfolios
Multimanager Lifetime Portfolios
Preservation Blend Portfolios
ENVIRONMENTAL, SOCIAL, AND
GOVERNANCE FUNDS

ESG Core Bond
ESG International Equity
ESG Large Cap Core
CLOSED-END FUNDS

Asset-Based Lending
Financial Opportunities
Hedged Equity & Income
Income Securities Trust
Investors Trust
Preferred Income
Preferred Income II
Preferred Income III
Premium Dividend
Tax-Advantaged Dividend Income
Tax-Advantaged Global Shareholder Yield
John Hancock ETF shares are bought and sold at market price (not NAV), and are not individually redeemed from the fund. Brokerage commissions will reduce returns.
John Hancock ETFs are distributed by Foreside Fund Services, LLC, and are subadvised by Manulife Investment Management (US) LLC or Dimensional Fund Advisors LP. Foreside is not affiliated with John Hancock Investment Management Distributors LLC, Manulife Investment Management (US) LLC or Dimensional Fund Advisors LP.
Dimensional Fund Advisors LP receives compensation from John Hancock in connection with licensing rights to the John Hancock Dimensional indexes. Dimensional Fund Advisors LP does not sponsor, endorse, or sell, and makes no representation as to the advisability of investing in, John Hancock Multifactor ETFs.

A trusted brand
John Hancock Investment Management is a premier asset manager
with a heritage of financial stewardship dating back to 1862. Helping
our shareholders pursue their financial goals is at the core of everything
we do. It’s why we support the role of professional financial advice
and operate with the highest standards of conduct and integrity.
A better way to invest
We serve investors globally through a unique multimanager approach:
We search the world to find proven portfolio teams with specialized
expertise for every strategy we offer, then we apply robust investment
oversight to ensure they continue to meet our uncompromising
standards and serve the best interests of our shareholders.
Results for investors
Our unique approach to asset management enables us to provide
a diverse set of investments backed by some of the world’s best
managers, along with strong risk-adjusted returns across asset classes.
“A trusted brand” is based on a survey of 6,651 respondents conducted by Medallia between 3/18/20 and 5/13/20.
John Hancock Investment Management LLC, 200 Berkeley Street, Boston, MA 02116-5010, 800-225-5291, jhinvestments.com
Manulife Investment Management, the Stylized M Design, and Manulife Investment Management & Stylized M Design are trademarks of The Manufacturers Life Insurance Company and are used by its affiliates under license.
MF2987668 P15SA 6/23
8/2023

ITEM 2. CODE OF ETHICS.

Not Applicable.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not Applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not Applicable.

ITEM 6. SCHEDULE OF INVESTMENTS.

(a)Not applicable.

(b)Not applicable.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not Applicable.

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not Applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

(a)Not applicable.

(b)REGISTRANT PURCHASES OF EQUITY SECURITIES

 

Total

 

Total number of

Maximum number of

 

number of

Average price per

shares purchased as

shares that may yet be

 

shares

part of publicly

purchased under the

Period

purchased

share

announced plans*

plans*

Jan-23

-

-

-

1,223,109

Feb-23

-

-

-

1,223,109

Mar-23

-

-

-

1,223,109

Apr-23

-

-

-

1,223,109

May-23

-

-

-

1,223,109

Jun-23

-

-

-

1,223,109

Total

-

-

-

 

*In December 2011, the Board of Trustees approved a share repurchase plan, which was subsequently reviewed by the Board of Trustees each year in December. Under the current share repurchase plan, the Fund may purchase in the open market up to 10% of its outstanding common shares as of December 31, 2022. The current plan is in effect between January 1, 2023 and December 31, 2023.

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The registrant has adopted procedures by which shareholders may recommend nominees to the registrant's Board of Trustees. A copy of the procedures is filed as an exhibit to this Form N-CSR. See attached "John Hancock Funds – Nominating, Governance and Administration Committee Charter."

ITEM 11. CONTROLS AND PROCEDURES.

(a)Based upon their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this Form N-CSR, the registrant's principal executive officer and principal financial officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

(b)There were no changes in the registrant's internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.

ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable

ITEM 13. EXHIBITS.

(a)(1) Not applicable.

(a)(2) Separate certifications for the registrant's principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached.

(b)Separate certifications for the registrant's principal executive officer and principal financial officer, as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, are attached. The certifications furnished pursuant to this paragraph are not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certifications are not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.

(c)(1) Submission of Matters to a Vote of Security Holders is attached. See attached "John Hancock Funds - Governance Committee Charter".

(c)(2) Registrant's notice to shareholders pursuant to Registrant's exemptive order granting an exemption from Section 19(b) of the Investment Company Act of 1940, as amended and Rule 19b-1 thereunder regarding distributions made pursuant to the Registrant's Managed Distribution Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

John Hancock Hedged Equity & Income Fund

By:

/s/ Kristie M. Feinberg

 

------------------------------

 

Kristie M. Feinberg

 

President

Date: August 15, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/ Kristie M. Feinberg

 

------------------------------

 

Kristie M. Feinberg

 

President

Date:

August 15, 2023

By:

/s/ Charles A. Rizzo

 

--------------------------------

 

Charles A. Rizzo

 

Chief Financial Officer

Date:

August 15, 2023


CERTIFICATION

I, Kristie M. Feinberg, certify that:

1.I have reviewed this report on Form N-CSR of the John Hancock Hedged Equity & Income Fund (the "registrant");

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 15, 2023

/s/ Kristie M. Feinberg

 

Kristie M. Feinberg

 

President


CERTIFICATION

I, Charles A. Rizzo, certify that:

1.I have reviewed this report on Form N-CSR of the John Hancock Hedged Equity & Income Fund (the "registrant");

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 15, 2023

/s/ Charles A. Rizzo

 

Charles A. Rizzo

 

Chief Financial Officer


Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of

the Sarbanes-Oxley Act of 2002*

In connection with the attached Report of John Hancock Hedged Equity & Income Fund (the "registrant") on Form N-CSR to be filed with the Securities and Exchange Commission (the "Report"), each of the undersigned officers of the registrant does hereby certify that, to the best of such officer's knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant as of, and for, the periods presented in the Report.

 

/s/ Kristie M. Feinberg

 

____________________

 

Kristie M. Feinberg

 

President

Date:

August 15, 2023

By:

/s/ Charles A. Rizzo

 

---------------------------------

 

Charles A. Rizzo

 

Chief Financial Officer

Date:

August 15, 2023

A signed original of this written statement, required by Section 906, has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

*These certifications are being furnished solely pursuant to 18 U.S.C. Section 1350 and are not being filed as part of this Form N-CSR or as a separate disclosure document.


JOHN HANCOCK FUNDS1

NOMINATING AND GOVERNANCE COMMITTEE CHARTER

Overall Role and Responsibility

The Nominating and Governance Committee (the "Committee") of each of the Trusts shall (1) make determinations and recommendations to the Board of Trustees (the "Board") regarding issues related to (a) the composition of the Board and (b) corporate governance matters applicable to the Trustees who are not "interested persons" as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), of any of the Trusts, or of any Fund's investment adviser, subadviser or principal underwriter and who are "independent" as defined in the rules of the New York Stock Exchange ("NYSE") (the "Independent Trustees") and (2) discharge such additional duties, responsibilities and functions as are delegated to it from time to time.

Membership

The Nominating and Governance Committee (the "Committee") shall be composed of all of the Independent Trustees of the Board. One member of the Committee shall be appointed by the Board as Chair of the Committee. The chair shall be responsible for leadership of the Committee, including scheduling meetings or reviewing and approving the schedule for them, preparing agendas or reviewing and approving them before meetings, presiding over meetings of the Committee and making reports to the full Board, as appropriate.

Structure, Operations and Governance

Meetings and Actions by Written Consent. The Committee shall meet as often as required or as the Committee deems appropriate, with or without management present. Meetings may be called and notice given by the Committee chair or a majority of the members of the Committee. Members may attend meetings in person or by telephone. The Committee may act by written consent to the extent permitted by law and the Funds' governing documents. The Committee shall report to the Board on any significant action it takes not later than the next following Board meeting.

Required Vote and Quorum. The affirmative vote of a majority of the members of the Committee participating in any meeting of the Committee at which a quorum is present is necessary for the adoption of any resolution. At least a majority of the Committee members present at the meeting in person or by telephone shall constitute a quorum for the transaction of business.

1"John Hancock Funds" includes each trust and series as may be amended from time to time (each individually, a "Trust," and collectively, the "Trusts," and each series thereof, a "Portfolio" or "Fund," and collectively, the "Portfolios" or "Funds").

1

Delegation to Subcommittees. The Committee may delegate any portion of its authority to a subcommittee of one or more members.

Appropriate Resources and Authority. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other advisers, experts or consultants, at the Funds' expense, as it determines necessary or appropriate to carry out its duties and responsibilities. In addition, the Committee shall have direct access to such officers of and service providers to the Funds as it deems desirable.

Review of Charter. The Committee Charter shall be approved by at least a majority of the Independent Trustees of the Trust. The Committee shall review and assess the adequacy of this Charter periodically and, where necessary or as it deems desirable, will recommend changes to the Board for its approval. The Board may amend this Charter at any time in response to recommendations from the Committee or on its own motion.

Executive Sessions. The Committee may meet privately and may invite non-members to attend such meetings. The Committee may meet with representatives of the Investment Management Services department of the Funds' advisers, internal legal counsel of the Funds' advisers, members of the John Hancock Funds Risk & Investment Operations Committee (the "RIO Committee") and with representatives of the Funds' service providers, including the subadvisers, to discuss matters that relate to the areas for which the Committee has responsibility.

Specific Duties and Responsibilities

The Committee shall have the following duties and powers, to be exercised at such times and in such manner as the Committee shall determine:

1.Except where a Trust is legally required to nominate individuals recommended by another, to identify individuals qualified to serve as Independent Trustees of the Trusts, and to consider and recommend to the full Board nominations of individuals to serve as Trustees.

2.To consider, as it deems necessary or appropriate, the criteria for persons to fill existing or newly created Trustee vacancies. The Committee shall use the criteria and principles set forth in Annex A to guide its Trustee selection process.

3.To consider and recommend changes to the Board regarding the size, structure, and composition of the Board.

4.To evaluate, from time to time, and determine changes to the retirement policies for the Independent Trustees, as appropriate.

5.To periodically review the Board's committee structure and, in collaboration with the Chairs of the various Committees, the charters of the Board's committees, and

2

recommend to the Board of Trustees changes to the committee structure and charters as it deems appropriate.

6.To retain and terminate any firm(s) to be used to identify or evaluate or assist in identifying or evaluating potential Independent Board nominees, subject to the Board's sole authority to approve the firm's fees and other retention terms.

7.To consider and determine the amount of compensation to be paid by the Trusts to the Independent Trustees, including the compensation of the Chair of the Board or any Vice-Chair of the Board and of Committee Chairs, and to address compensation-related matters. The Chair of the Board has been granted the authority to approve special compensation to Independent Trustees in recognition of any significant amount of additional time and service to the Trusts provided by them, subject to ratification of any such special compensation by the Committee at the next regular meeting of the Committee.

8.To coordinate and administer an annual self-evaluation of the Board, which will include, at a minimum, a review of its effectiveness in overseeing the number of Funds in the Fund complex and the effectiveness of its committee structure.

9.To review the Board Governance Procedures and recommend to the Board of Trustees changes to the Procedures as the Committee deems appropriate.

10.To report its activities to the full Board and to make such recommendations with respect to the matters described above and other matters as the Committee may deem necessary or appropriate.

Additional Responsibilities

The Committee will also perform other tasks assigned to it from time to time by the Chair of the Board or by the Board, and will report findings and recommendations to the Board, as appropriate.

Last revised: December 12, 2018

3

ANNEX A

The Committee may take into account a wide variety of factors in considering Trustee candidates, including (but not limited to) the criteria set forth below. The Committee may determine that a candidate who does not satisfy these criteria in one or more respects should nevertheless be considered as a nominee if the Committee finds that the criteria satisfied by the candidate and the candidate's other qualifications demonstrate the appropriate level of fitness to serve.

General Criteria

1.Nominees should have a reputation for integrity, honesty and adherence to high ethical standards, and such other personal characteristics as a capacity for leadership and the ability to work well with others.

2.Nominees should have business, professional, academic, financial, accounting or other experience and qualifications which demonstrate that they will make a valuable contribution as Trustees.

3.Nominees should have a commitment to understand the Funds, and the responsibilities of a trustee/director of an investment company and to regularly attend and participate in meetings of the Board and its committees.

4.Nominees should have the ability to understand the sometimes conflicting interests of the various constituencies of the Funds, including shareholders and the investment adviser, and to act in the interests of all shareholders.

5.Nominees should not have, nor appear to have, a conflict of interest that would impair their ability to represent the interests of all the shareholders and to fulfill the responsibilities of a trustee.

6.Nominees should have experience on corporate or other institutional bodies having oversight responsibilities.

It is the intent of the Committee that at least one Independent Trustee be an "audit committee financial expert" as that term is defined in Item 3 of Form N-CSR.

Application of Criteria to Current Trustees

The re-nomination of current Trustees should not be viewed as automatic, but should be based on continuing qualification under the criteria set forth above based on, among other things, the current Trustee's contribution to the Board and any committee on which he or she serves.

Review of Nominations

1.The Committee believes that it is in the best interests of each Trust and its shareholders to obtain highly-qualified candidates to serve as members of the Board.

2.In nominating candidates who would be Independent Trustees, the Committee believes that no particular qualities or skills nor any specific minimum qualifications or disqualifications are controlling or paramount. The Committee shall take into consideration any such factors as it deems appropriate; however, the appropriate mix of skills, expertise and attributes needed to maintain an effective board are sought in the applicant pool as part of every search the Board undertakes for new trustees, including but not limited to the diversity of thought, as well as of gender, race, ethnic background and geographic origin. These factors may also include (but are not limited to) the person's character, integrity, judgment, skill and experience with investment companies and other organizations of comparable purpose, complexity and size and subject to similar legal restrictions and oversight; the interplay of the candidate's experience with the experience of other Board members; and the extent to which the candidate would be a desirable addition to the Board and any Committees thereof. Other factors that the Committee may take into consideration include a person's availability and commitment to attend meetings and perform his or her responsibilities; whether or not the person has or had any relationships that might impair or appear to impair his or her independence, such as any business, financial or family relationships with Fund management, the investment adviser and/or any subadviser of the Funds, as applicable, Fund service providers, or their affiliates or with Fund shareholders. The Committee will strive to achieve a group that reflects a diversity of experiences in respect of industries, professions and other experiences, and that is diversified as to thought, gender, race, ethnic background and geographic origin.

3.While the Committee is solely responsible for the selection and recommendation to the Board of Independent Trustee candidates, the Committee may consider nominees recommended by any source, including shareholders, management, legal counsel and Board members, as it deems appropriate. The Committee may retain a professional search firm or a consultant to assist the Committee in a search for a qualified candidate. Any recommendations from shareholders shall be directed to the Secretary of the relevant Trust at such address as is set forth in the Trust's disclosure documents. Recommendations from management may be submitted to the Committee Chair. All recommendations shall include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Board members and as specified

in the relevant Trust's By-Laws, and must be accompanied by a written consent of the proposed candidate to stand for election if nominated for the Board and to serve if elected by shareholders.

4.Any shareholder nomination must be submitted in compliance with all of the pertinent provisions of Rule 14a-8 under the Securities Exchange Act of 1934 in order to be considered by the Committee. In evaluating a nominee recommended by a shareholder, the Committee, in addition to the criteria discussed above, may consider the objectives of the shareholder in submitting that nomination and whether such objectives are consistent with the interests of all shareholders. If the Board determines to include a shareholder's candidate among the slate of its designated nominees, the candidate's name will be placed on the Trust's proxy card. If the Board determines not to include such candidate among its designated nominees, and the shareholder has satisfied the requirements of Rule 14a-8, the shareholder's candidate will be treated as a nominee of the shareholder who originally nominated the candidate. In that case, the candidate will not be named on the proxy card distributed with the Trust's proxy statement.

5.As long as a current Independent Trustee continues, in the opinion of the Committee, to satisfy the criteria listed above, the Committee generally would favor the re-nomination of a current Trustee rather than a new candidate. Consequently, while the Committee will consider nominees recommended by shareholders to serve as trustees, the Committee may only act upon such recommendations if there is a vacancy on the Board, or the Committee determines that the selection of a new or additional Trustee is in the best interests of the relevant Trust. In the event that a vacancy arises or a change in Board membership is determined to be advisable, the Committee will, in addition to any shareholder recommendations, consider candidates identified by other means as discussed in this Annex A.

6.With respect to candidates for Independent Trustee, a biography of each candidate shall be acquired and shall be reviewed by counsel to the Independent Trustees and counsel to the Trust to determine the candidate's eligibility to serve as an Independent Trustee.

7.The Committee may from time to time establish specific requirements and/or additional factors to be considered for Independent Trustee candidates as it deems necessary or appropriate.

8.After its consideration of relevant factors, the Committee shall present its recommendation(s) to the full Board for its consideration.


John Hancock Hedged Equity & Income Fund

Notification of Sources of Distribution

This notice provides shareholders of the John Hancock Hedged Equity & Income Fund (NYSE: HEQ) with important information concerning the distribution declared on March 1, 2023, and payable on March 31, 2023. No action is required on your part.

Distribution Period:

March 2023

Distribution Amount Per Common Share:

$0.2900

The following table sets forth the estimated sources of the current distribution, payable March 31, 2023, and the cumulative distributions paid this fiscal year to date from the following sources: net investment income; net realized short term capital gains; net realized long term capital gains; and return of capital or other capital source. All amounts are expressed on a per common share basis and as a percentage of the distribution amount.

 

 

 

 

For the fiscal year-to-date period

 

For the period 1/1/2023-03/31/2023

 

1/1/2023-03/31/2023 1

 

 

 

 

 

 

% Breakdown

 

 

% Breakdown

 

 

 

of the Total

 

Current

of the Current

 

Total Cumulative

Cumulative

Source

Distribution ($)

Distribution

 

Distributions ($)

Distributions

Net Investment Income

0.1379

48%

 

0.1379

 

48%

Net Realized Short-

 

 

 

 

 

 

Term Capital Gains

0.0045

1%

 

0.0045

 

1%

Net Realized Long-

 

 

 

 

 

 

Term Capital Gains

0.0598

21%

 

0.0598

 

21%

Return of Capital or

 

 

 

 

 

 

Other Capital Source

0.0878

30%

 

0.0878

 

30%

Total per common share

0.2900

100%

 

0.2900

 

100%

 

 

 

 

 

 

Average annual total return (in relation to NAV) for the 5 years ended on February 28, 2023

2.31%

Annualized current distribution rate expressed as a percentage of NAV as of February 28,

 

2023

 

 

 

 

 

9.84%

Cumulative total return (in relation to NAV) for the fiscal year through February 28, 2023

0.43%

 

 

 

 

 

 

Cumulative fiscal year-to-date distribution rate expressed as a percentage of NAV as of

 

February 28, 2023

 

 

 

 

 

2.46%

You should not draw any conclusions about the Fund's investment performance from the amount of this distribution or from the terms of the Fund's managed distribution plan.

1The Fund's current fiscal year began on January 1, 2023 and will end on December 31, 2023.

The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund's investment performance and should not be confused with "yield" or "income."

The amounts and sources of distributions reported in this Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

The Fund has declared the March 2023 distribution pursuant to the Fund's managed distribution plan (the "Plan"). Under the Plan, the Fund makes fixed quarterly distributions in the amount of $0.2900 per share, which will continue to be paid quarterly until further notice.

If you have questions or need additional information, please contact your financial professional or call the John Hancock Investment Management Closed-End Fund Information Line at 1-800-843-0090, Monday through Friday between 8:00 a.m. and 7:00 p.m., Eastern Time.


John Hancock Hedged Equity & Income Fund

Notification of Sources of Distribution

This notice provides shareholders of the John Hancock Hedged Equity & Income Fund (NYSE: HEQ) with important information concerning the distribution declared on June 1, 2023, and payable on June 30, 2023. No action is required on your part.

Distribution Period:

June 2023

Distribution Amount Per Common Share:

$0.2900

The following table sets forth the estimated sources of the current distribution, payable June 30, 2023, and the cumulative distributions paid this fiscal year to date from the following sources: net investment income; net realized short term capital gains; net realized long term capital gains; and return of capital or other capital source. All amounts are expressed on a per common share basis and as a percentage of the distribution amount.

 

 

 

 

For the fiscal year-to-date period

 

For the period 4/1/2023-06/30/2023

 

1/1/2023-06/30/2023 1

 

 

 

 

 

 

% Breakdown

 

 

% Breakdown

 

 

 

of the Total

 

Current

of the Current

 

Total Cumulative

Cumulative

Source

Distribution ($)

Distribution

 

Distributions ($)

Distributions

Net Investment Income

0.2022

70%

 

0.3333

 

57%

Net Realized Short-

 

 

 

 

 

 

Term Capital Gains

0.0000

0%

 

0.0000

 

0%

Net Realized Long-

 

 

 

 

 

 

Term Capital Gains

0.0000

0%

 

0.0000

 

0%

Return of Capital or

 

 

 

 

 

 

Other Capital Source

0.0878

30%

 

0.2465

 

43%

Total per common share

0.2900

100%

 

0.5798

 

100%

 

 

 

 

 

 

Average annual total return (in relation to NAV) for the 5 years ended on May 31, 2023

2.35%

Annualized current distribution rate expressed as a percentage of NAV as of May 31, 2023

10.24%

Cumulative total return (in relation to NAV) for the fiscal year through May 31, 2023

-1.06%

 

 

 

 

 

 

Cumulative fiscal year-to-date distribution rate expressed as a percentage of NAV as of May

 

31, 2023

 

 

 

 

 

5.12%

You should not draw any conclusions about the Fund's investment performance from the amount of this distribution or from the terms of the Fund's managed distribution plan.

1The Fund's current fiscal year began on January 1, 2023 and will end on December 31, 2023.

The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund's investment performance and should not be confused with "yield" or "income."

The amounts and sources of distributions reported in this Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund's investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

The Fund has declared the June 2023 distribution pursuant to the Fund's managed distribution plan (the "Plan"). Under the Plan, the Fund makes fixed quarterly distributions in the amount of $0.2900 per share, which will continue to be paid quarterly until further notice.

If you have questions or need additional information, please contact your financial professional or call the John Hancock Investment Management Closed-End Fund Information Line at 1-800-843-0090, Monday through Friday between 8:00 a.m. and 7:00 p.m., Eastern Time.



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