a_hedgedequityandincome.htm
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) 
 
601 Congress Street, Boston, Massachusetts 02210 
(Address of principal executive offices) (Zip code) 
 
Salvatore Schiavone
Treasurer
 
601 Congress Street 
 
Boston, Massachusetts 02210 
(Name and address of agent for service) 
 
Registrant's telephone number, including area code: 617-663-4497 
 
Date of fiscal year end:  December 31 
 
Date of reporting period:  June 30, 2013 

 

ITEM 1. REPORTS TO STOCKHOLDERS.





Managed distribution plan

The fund has adopted a managed distribution plan (Plan). Under the Plan, the fund makes quarterly distributions of an amount equal to $0.3230 per share, based upon an annual distribution rate of 7.25% of the fund’s net asset value (NAV) of $17.82 on July 31, 2012. This amount will be paid quarterly until further notice. The fund may make additional distributions: (i) for purposes of not incurring federal income tax on the fund 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.

Although the fund has adopted the Plan, it may discontinue the Plan. 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 will be 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 NAV is presented in the Financial highlights.

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.”

Semiannual report | Hedged Equity & Income Fund 

 



Portfolio summary

Top 10 Holdings (16.7% of Net Assets on 6-30-13)1,2     

Cisco Systems, Inc.  2.3%  Wells Fargo & Company  1.6% 


Microsoft Corp.  2.1%  Johnson & Johnson  1.6% 


Lowe’s Companies, Inc.  2.0%  PNC Financial Services Group, Inc.  1.3% 


Merck & Company, Inc.  1.7%  United Parcel Service, Inc., Class B  1.3% 


BlackRock, Inc.  1.6%  Roche Holdings AG  1.2% 


 
Sector Composition1       

Information Technology  16.4%  Consumer Staples  5.5% 


Financials  15.7%  Purchased Options  3.8% 


Consumer Discretionary  15.0%  Materials  2.9% 


Health Care  15.0%  Utilities  1.8% 


Industrials  14.5%  Telecommunication Services  0.7% 


Energy  8.2%  Short-Term Investments & Other  0.5% 


 
Portfolio Composition1       

Common Stocks  95.7%  Short-Term Investments & Other  0.5% 


Purchased Options  3.8%     

 

 

As is the case with all closed-end funds, shares of this fund may trade at a discount 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. An issuer of securities held by the fund may default, have its credit rating downgraded, or otherwise perform poorly, which may affect fund performance. Investing in derivative instruments involves risks different from, and in some cases greater than, the risks associated with investing directly in securities and other traditional investments. In an illiquid market, derivatives could become harder to value and sell.

1 As a percentage of net assets on 6-30-13.

2 Cash and cash equivalents not included.

Semiannual report | Hedged Equity & Income Fund  7 

 



Fund’s investments

As of 6-30-13 (unaudited)

  Shares  Value 
Common Stocks 95.7%    $243,957,106 

(Cost $211,311,179)     
 
Consumer Discretionary 15.0%    38,287,253 
 
Auto Components 0.6%     

Allison Transmission Holdings, Inc.  56,135  1,295,582 

Tenneco, Inc. (I)  6,335  286,849 
 
Automobiles 0.4%     

Ford Motor Company  8,920  137,992 

Harley-Davidson, Inc.  16,735  917,413 
 
Diversified Consumer Services 0.4%     

Allstar Co-Invest Block Feeder LLC (I)(R)  236,300  404,073 

Matthews International Corp., Class A  14,170  534,209 

Service Corp. International  10,100  182,103 
 
Hotels, Restaurants & Leisure 1.3%     

Bloomin’ Brands, Inc. (I)  13,430  334,138 

Buffalo Wild Wings, Inc. (I)  3,510  344,542 

Burger King Worldwide, Inc.  17,306  337,640 

CEC Entertainment, Inc.  16,600  681,264 

Galaxy Entertainment Group, Ltd. (I)  25,000  120,644 

Life Time Fitness, Inc. (I)  4,600  230,506 

Melco Crown Entertainment, Ltd., ADR (I)  11,540  258,034 

Sands China, Ltd.  28,400  133,376 

Starbucks Corp.  2,650  173,549 

Starwood Hotels & Resorts Worldwide, Inc.  3,093  195,447 

Wyndham Worldwide Corp.  7,366  421,556 

Wynn Resorts, Ltd.  802  102,656 
 
Household Durables 1.0%     

Harman International Industries, Inc.  1,600  86,720 

Helen of Troy, Ltd. (I)  8,460  324,610 

NVR, Inc. (I)  1,805  1,664,210 

Sekisui House, Ltd.  5,000  72,304 

Sony Corp.  5,000  105,793 

Whirlpool Corp.  2,390  273,320 
 
Internet & Catalog Retail 0.9%     

Amazon.com, Inc. (C)(I)  2,525  701,167 

HomeAway, Inc. (I)  4,080  131,947 

Netflix, Inc. (I)  1,240  261,752 

priceline.com, Inc. (I)  869  718,776 

TripAdvisor, Inc. (I)  5,800  353,046 

 

8  Hedged Equity & Income Fund | Semiannual report  See notes to financial statements 

 



  Shares  Value 
Leisure Equipment & Products 0.4%     

Mattel, Inc. (C)  23,826  $1,079,556 
 
Media 3.2%     

Comcast Corp., Class A  7,567  316,906 

DISH Network Corp., Class A  5,500  233,860 

IMAX Corp. (I)  2,000  49,720 

News Corp., Class A  6,709  218,713 

Omnicom Group, Inc.  38,117  2,396,416 

Sirius XM Radio, Inc.  46,650  156,278 

The Walt Disney Company  23,083  1,457,691 

Time Warner Cable, Inc.  7,300  821,104 

Time Warner, Inc.  27,425  1,585,714 

WPP PLC  55,000  939,652 
 
Multiline Retail 1.0%     

Dollar Tree, Inc. (I)  2,776  141,132 

Fred’s, Inc., Class A  34,400  532,856 

Marks & Spencer Group PLC  20,538  134,209 

Nordstrom, Inc.  4,600  275,724 

Target Corp. (C)  20,410  1,405,433 
 
Specialty Retail 5.1%     

Advance Auto Parts, Inc.  27,275  2,213,912 

Ascena Retail Group, Inc. (C)(I)  33,280  580,736 

Cabela’s, Inc. (I)  2,000  129,520 

CarMax, Inc. (I)  3,800  175,408 

CST Brands, Inc. (I)  3,088  95,141 

Dick’s Sporting Goods, Inc.  7,690  384,961 

DSW, Inc., Class A  7,022  515,906 

Dufry AG (I)  1,827  221,058 

Five Below, Inc. (I)  1,332  48,964 

Francesca’s Holdings Corp. (I)  9,660  268,451 

Lowe’s Companies, Inc. (C)  122,485  5,009,637 

O’Reilly Automotive, Inc. (I)  2,271  255,760 

PetSmart, Inc.  1,384  92,714 

Pier 1 Imports, Inc.  11,870  278,826 

Stage Stores, Inc.  16,700  392,450 

The Buckle, Inc.  2,121  110,334 

The Cato Corp., Class A  24,780  618,509 

The Gap, Inc.  7,702  321,404 

The Home Depot, Inc.  6,408  496,428 

Tiffany & Company  4,510  328,508 

TJX Companies, Inc.  4,569  228,724 

Urban Outfitters, Inc. (I)  4,330  174,153 
 
Textiles, Apparel & Luxury Goods 0.7%     

Lululemon Athletica, Inc. (I)  4,255  278,788 

Michael Kors Holdings, Ltd. (I)  12,525  776,801 

PVH Corp.  2,340  292,617 

Ralph Lauren Corp.  2,690  467,361 

 

See notes to financial statements  Semiannual report | Hedged Equity & Income Fund  9 

 



  Shares  Value 
Consumer Staples 5.5%    $14,000,909 
 
Beverages 1.9%     

Anheuser-Busch InBev NV, ADR  9,976  900,434 

Beam, Inc.  2,660  167,873 

Molson Coors Brewing Company, Class B  21,400  1,024,204 

Monster Beverage Corp. (I)  5,220  317,219 

PepsiCo, Inc. (C)  26,146  2,138,481 

The Coca-Cola Company  6,701  268,777 
 
Food & Staples Retailing 1.0%     

Casey’s General Stores, Inc.  6,840  411,494 

Costco Wholesale Corp.  2,267  250,662 

CVS Caremark Corp.  3,324  190,066 

Seven & I Holdings Company, Ltd.  5,200  190,090 

Wal-Mart Stores, Inc.  7,603  566,347 

Walgreen Company  10,290  454,818 

Whole Foods Market, Inc.  6,060  311,969 
 
Food Products 1.7%     

Green Mountain Coffee Roasters, Inc. (I)  8,017  601,756 

Kraft Foods Group, Inc.  38,110  2,129,206 

Post Holdings, Inc. (I)  6,420  280,297 

Unilever NV — NY Shares  33,940  1,334,181 
 
Household Products 0.0%     

Colgate-Palmolive Company  1,130  64,738 
 
Personal Products 0.2%     

Coty, Inc., Class A (I)  15,799  271,427 

Hengan International Group Company, Ltd.  14,500  156,722 

The Estee Lauder Companies, Inc., Class A  1,800  118,386 
 
Tobacco 0.7%     

Philip Morris International, Inc.  21,378  1,851,762 
 
Energy 8.2%    20,803,711 
 
Energy Equipment & Services 1.4%     

Baker Hughes, Inc.  35,295  1,628,158 

Bristow Group, Inc.  2,570  167,872 

Era Group, Inc. (I)  12,870  336,551 

Oceaneering International, Inc.  3,210  231,762 

Schlumberger, Ltd.  7,195  515,594 

SEACOR Holdings, Inc.  5,510  457,606 

Transocean, Ltd.  2,920  140,014 

Trican Well Service, Ltd.  10,230  135,985 
 
Oil, Gas & Consumable Fuels 6.8%     

Anadarko Petroleum Corp. (C)  26,681  2,292,698 

BG Group PLC  143,766  2,453,653 

BP PLC, ADR  36,940  1,541,876 

Cabot Oil & Gas Corp.  3,990  283,370 

Chesapeake Energy Corp.  9,000  183,420 

Chevron Corp.  15,290  1,809,419 

Cobalt International Energy, Inc. (I)  14,900  395,893 

Diamondback Energy, Inc. (I)  9,800  326,536 

 

10  Hedged Equity & Income Fund | Semiannual report  See notes to financial statements 

 



  Shares  Value 
Oil, Gas & Consumable Fuels (continued)     

EOG Resources, Inc.  4,110  $541,205 

Exxon Mobil Corp. (C)  13,830  1,249,541 

Halcon Resources Corp. (I)  15,812  89,654 

Marathon Petroleum Corp.  3,250  230,945 

Occidental Petroleum Corp.  21,574  1,925,048 

Pioneer Natural Resources Company  3,610  522,548 

Royal Dutch Shell PLC, ADR, Class B  13,140  870,788 

Scorpio Tankers, Inc.  75,670  679,517 

Suncor Energy, Inc.  33,100  976,119 

Tesoro Corp.  4,440  232,301 

Valero Energy Corp.  11,130  386,990 

Whiting Petroleum Corp. (I)  4,310  198,648 
 
Financials 15.7%    40,104,864 
 
Capital Markets 2.8%     

Ares Capital Corp.  24,170  415,724 

BlackRock, Inc. (C)  16,080  4,130,148 

Invesco, Ltd.  13,850  440,430 

SEI Investments Company  53,355  1,516,883 

T. Rowe Price Group, Inc.  5,840  427,196 

TD Ameritrade Holding Corp.  4,500  109,305 
 
Commercial Banks 5.6%     

BOK Financial Corp. (C)  10,975  702,949 

Cullen/Frost Bankers, Inc.  3,005  200,644 

First Midwest Bancorp, Inc.  34,010  466,617 

First Niagara Financial Group, Inc.  62,610  630,483 

First Republic Bank  13,145  505,820 

Hancock Holding Company  10,130  304,609 

International Bancshares Corp.  24,010  542,146 

M&T Bank Corp.  17,895  1,999,766 

MB Financial, Inc.  13,800  369,840 

Mitsubishi UFJ Financial Group  28,900  179,338 

Mizuho Financial Group, Inc.  70,000  145,695 

PNC Financial Services Group, Inc. (C)  46,655  3,402,083 

The Bank of Yokohama, Ltd.  15,000  77,444 

Webster Financial Corp.  22,720  583,450 

Wells Fargo & Company (C)  99,338  4,099,679 

Westamerica Bancorp.  3,010  137,527 
 
Consumer Finance 0.1%     

American Express Company  3,842  287,228 
 
Diversified Financial Services 1.7%     

Bank of America Corp.  19,187  246,745 

IntercontinentalExchange, Inc. (C)(I)  5,105  907,465 

JPMorgan Chase & Company (C)  51,547  2,721,166 

Moody’s Corp.  5,720  348,520 

Osaka Securities Exchange Company, Ltd.  1,230  124,285 

 

See notes to financial statements  Semiannual report | Hedged Equity & Income Fund  11 

 



  Shares  Value 
Insurance 4.3%     

ACE, Ltd.  15,620  $1,397,678 

Alleghany Corp. (C)(I)  3,560  1,364,584 

American International Group, Inc. (I)  4,000  178,800 

Aon PLC  4,170  268,340 

Assured Guaranty, Ltd.  16,910  373,035 

Berkshire Hathaway, Inc., Class B (I)  6,290  703,977 

Fidelity National Financial, Inc., Class A  16,800  400,008 

Markel Corp. (I)  2,229  1,174,572 

Marsh & McLennan Companies, Inc.  59,230  2,364,462 

MS&AD Insurance Group Holdings  4,850  123,347 

Platinum Underwriters Holdings, Ltd.  6,020  344,464 

Primerica, Inc.  14,730  551,491 

Reinsurance Group of America, Inc.  8,800  608,168 

T&D Holdings, Inc.  8,600  115,687 

Tokio Marine Holdings, Inc.  5,700  180,772 

Unum Group  6,400  187,968 

White Mountains Insurance Group, Ltd.  680  390,959 

XL Group PLC  9,650  292,588 
 
Real Estate Investment Trusts 0.8%     

Campus Crest Communities, Inc.  33,140  382,436 

Corrections Corp. of America  10,752  364,170 

DiamondRock Hospitality Company  27,260  254,063 

Host Hotels & Resorts, Inc.  18,974  320,091 

Mack-Cali Realty Corp.  7,890  193,226 

Mid-America Apartment Communities, Inc.  4,300  291,411 

Taubman Centers, Inc.  1,600  120,240 

Unibail-Rodamco SE  519  120,342 
 
Real Estate Management & Development 0.1%     

Hulic Company, Ltd. (I)  13,100  140,558 

Mitsui Fudosan Company, Ltd.  5,900  173,559 
 
Thrifts & Mortgage Finance 0.3%     

Northwest Bancshares, Inc.  38,900  525,539 

Ocwen Financial Corp. (I)  4,249  175,144 
 
Health Care 15.0%    38,089,431 
 
Biotechnology 3.1%     

Amgen, Inc.  6,961  686,772 

Arena Pharmaceuticals, Inc. (I)  10,260  79,002 

Biogen Idec, Inc. (I)  3,151  678,095 

BioMarin Pharmaceutical, Inc. (I)  2,360  131,664 

Celgene Corp. (I)  6,416  750,095 

Cubist Pharmaceuticals, Inc. (I)  5,600  270,480 

Gilead Sciences, Inc. (I)  30,401  1,556,835 

Onyx Pharmaceuticals, Inc. (I)  8,400  1,041,012 

Pharmacyclics, Inc. (I)  3,150  250,331 

Regeneron Pharmaceuticals, Inc. (I)  5,250  1,180,620 

Seattle Genetics, Inc. (I)  5,600  176,176 

Vertex Pharmaceuticals, Inc. (I)  12,014  959,558 

 

12  Hedged Equity & Income Fund | Semiannual report  See notes to financial statements 

 



  Shares  Value 
Health Care Equipment & Supplies 1.6%     

Abbott Laboratories  7,815  $272,587 

Becton, Dickinson and Company  793  78,372 

Boston Scientific Corp. (I)  16,800  155,736 

C.R. Bard, Inc.  1,075  116,831 

HeartWare International, Inc. (I)  1,170  111,279 

Hologic, Inc. (C)(I)  19,120  369,016 

Medtronic, Inc. (C)  48,160  2,478,795 

STERIS Corp.  9,040  387,635 

Zimmer Holdings, Inc.  2,940  220,324 
 
Health Care Providers & Services 2.4%     

Aetna, Inc.  2,194  139,407 

Amsurg Corp. (I)  13,320  467,532 

Brookdale Senior Living, Inc. (I)  4,500  118,980 

Cardinal Health, Inc. (C)  57,370  2,707,864 

Catamaran Corp. (I)  8,530  415,582 

Express Scripts Holding Company (I)  2,505  154,533 

HCA Holdings, Inc.  4,250  153,255 

Humana, Inc.  2,200  185,636 

Laboratory Corp. of America Holdings (I)  10,230  1,024,023 

McKesson Corp.  1,856  212,512 

Team Health Holdings, Inc. (I)  3,780  155,245 

UnitedHealth Group, Inc.  2,800  183,344 

Universal Health Services, Inc., Class B  3,800  254,448 
 
Health Care Technology 0.2%     

Allscripts Healthcare Solutions, Inc. (I)  28,950  374,613 
 
Life Sciences Tools & Services 0.8%     

Bruker Corp. (I)  3,757  60,676 

Charles River Laboratories International, Inc. (I)  17,700  726,231 

Covance, Inc. (I)  3,820  290,855 

ICON PLC (I)  16,540  586,012 

Illumina, Inc. (I)  3,300  246,972 
 
Pharmaceuticals 6.9%     

Actavis, Inc. (I)  2,265  285,888 

AstraZeneca PLC  5,487  259,557 

Bristol-Myers Squibb Company  25,426  1,136,288 

Eli Lilly & Company  11,264  553,288 

Hisamitsu Pharmaceutical Company, Inc.  1,400  71,320 

Jazz Pharmaceuticals PLC (I)  7,500  515,475 

Johnson & Johnson  46,632  4,003,824 

Merck & Company, Inc.  94,473  4,388,271 

Mylan, Inc. (I)  10,400  322,712 

Pfizer, Inc.  17,703  495,861 

Roche Holdings AG  12,488  3,094,331 

Salix Pharmaceuticals, Ltd. (I)  2,950  195,143 

Teva Pharmaceutical Industries, Ltd., ADR  55,770  2,186,184 

Zoetis, Inc.  5,580  172,354 

 

See notes to financial statements  Semiannual report | Hedged Equity & Income Fund  13 

 



  Shares  Value 
Industrials 14.5%    $36,997,015 
 
Aerospace & Defense 2.6%     

BAE Systems PLC  42,054  245,796 

Cubic Corp.  9,470  455,507 

Honeywell International, Inc.  3,775  299,509 

Lockheed Martin Corp.  10,128  1,098,483 

Northrop Grumman Corp. (C)  12,895  1,067,706 

Rolls-Royce Holdings PLC (I)  14,901  257,823 

Safran SA  5,076  264,374 

Thales SA  2,903  135,251 

The Boeing Company  9,702  993,873 

United Technologies Corp.  20,451  1,900,716 
 
Air Freight & Logistics 2.2%     

Atlas Air Worldwide Holdings, Inc. (I)  10,000  437,600 

C.H. Robinson Worldwide, Inc. (C)  18,850  1,061,444 

FedEx Corp.  3,970  391,363 

United Parcel Service, Inc., Class B  37,803  3,269,203 

UTi Worldwide, Inc.  22,280  366,952 
 
Airlines 0.1%     

AirAsia X Bhd (I)  156,500  61,916 

United Continental Holdings, Inc. (I)  4,900  153,321 
 
Building Products 0.9%     

Armstrong World Industries, Inc. (I)  6,867  328,174 

Lennox International, Inc.  25,185  1,625,440 

Owens Corning, Inc. (I)  6,260  244,641 
 
Commercial Services & Supplies 0.8%     

ACCO Brands Corp. (I)  62,450  397,182 

G&K Services, Inc., Class A  13,040  620,704 

Platform Acquisition Holdings, Ltd. (I)  21,120  225,984 

The ADT Corp. (I)  1,910  76,114 

Tyco International, Ltd.  2,317  76,345 

United Stationers, Inc.  20,970  703,544 
 
Construction & Engineering 0.5%     

Jacobs Engineering Group, Inc. (I)  23,800  1,312,094 
 
Electrical Equipment 1.5%     

Acuity Brands, Inc.  3,490  263,565 

Belden, Inc.  19,720  984,620 

Eaton Corp. PLC  32,235  2,121,385 

Hubbell, Inc., Class B  1,790  177,210 

Mitsubishi Electric Corp.  19,200  179,874 

Polypore International, Inc. (I)  5,270  212,381 
 
Industrial Conglomerates 1.5%     

3M Company  20,471  2,238,504 

Carlisle Companies, Inc.  10,010  623,723 

Danaher Corp.  13,650  864,045 

General Electric Company  3,839  89,026 

 

14  Hedged Equity & Income Fund | Semiannual report  See notes to financial statements 

 



  Shares  Value 
Machinery 2.6%     

Albany International Corp., Class A  21,310  $702,804 

Donaldson Company, Inc.  4,500  160,470 

Dover Corp.  1,559  121,072 

ESCO Technologies, Inc.  12,080  391,150 

Flowserve Corp.  11,190  604,372 

IDEX Corp.  10,235  550,745 

Illinois Tool Works, Inc.  586  40,534 

Mueller Industries, Inc.  11,890  599,613 

PACCAR, Inc.  27,510  1,476,187 

Pall Corp. (C)  8,365  555,687 

Parker Hannifin Corp.  2,116  201,866 

Stanley Black & Decker, Inc.  14,550  1,124,715 

WABCO Holdings, Inc. (I)  2,836  211,821 
 
Professional Services 0.5%     

IHS, Inc., Class A (I)  2,700  281,826 

Nielsen Holdings NV  7,400  248,566 

Towers Watson & Company, Class A  7,080  580,135 

WageWorks, Inc. (I)  5,590  192,576 
 
Road & Rail 0.4%     

Canadian National Railway Company  5,310  517,014 

Hertz Global Holdings, Inc. (I)  16,002  396,850 
 
Trading Companies & Distributors 0.9%     

GATX Corp.  12,550  595,247 

HD Supply Holdings, Inc. (I)  14,500  272,455 

MSC Industrial Direct Company, Inc., Class A  15,735  1,218,833 

WESCO International, Inc. (I)  1,870  127,085 
 
Information Technology 16.4%    41,852,265 
 
Communications Equipment 2.7%     

Cisco Systems, Inc. (C)  245,167  5,960,010 

JDS Uniphase Corp. (I)  19,380  278,684 

Juniper Networks, Inc. (I)  12,000  231,720 

QUALCOMM, Inc.  6,270  382,972 
 
Computers & Peripherals 1.7%     

Apple, Inc. (C)  3,152  1,248,444 

Diebold, Inc.  18,030  607,431 

EMC Corp. (C)  37,703  890,545 

NetApp, Inc. (I)  15,516  586,194 

QLogic Corp. (I)  2,815  26,911 

SanDisk Corp. (I)  11,211  684,992 

Seagate Technology PLC  5,300  237,599 

Western Digital Corp.  2,390  148,395 
 
Electronic Equipment, Instruments & Components 0.6%     

Coherent, Inc.  5,620  309,493 

MTS Systems Corp.  7,580  429,028 

National Instruments Corp.  9,740  272,136 

ScanSource, Inc. (I)  11,900  380,800 

 

See notes to financial statements  Semiannual report | Hedged Equity & Income Fund  15 

 



  Shares  Value 
Internet Software & Services 2.6%     

Akamai Technologies, Inc. (I)  10,360  $440,818 

Cornerstone OnDemand, Inc. (I)  2,400  103,896 

Dropbox, Inc. (I)(R)  8,535  75,620 

eBay, Inc. (I)  23,542  1,217,592 

Facebook, Inc., Class A (I)  20,285  504,285 

Google, Inc., Class A (I)  1,418  1,248,365 

IAC/InterActiveCorp  9,450  449,442 

LinkedIn Corp., Class A (C)(I)  6,705  1,195,502 

MercadoLibre, Inc.  1,450  156,252 

Trulia, Inc. (I)  8,630  268,307 

Yahoo!, Inc. (I)  33,193  833,476 

Zillow, Inc., Class A (I)  1,600  90,080 
 
IT Services 1.2%     

Alliance Data Systems Corp. (I)  510  92,325 

Automatic Data Processing, Inc.  16,076  1,106,993 

Forrester Research, Inc.  14,780  542,278 

IBM Corp.  834  159,386 

MAXIMUS, Inc.  4,300  320,264 

Nomura Research Institute, Ltd.  2,100  68,536 

Paychex, Inc.  3,581  130,778 

Teradata Corp. (I)  7,165  359,898 

Visa, Inc., Class A  1,877  343,022 
 
Office Electronics 0.1%     

Zebra Technologies Corp., Class A (I)  7,740  336,226 
 
Semiconductors & Semiconductor Equipment 2.1%     

Altera Corp.  8,957  295,491 

Analog Devices, Inc.  38,040  1,714,082 

Broadcom Corp., Class A  8,526  287,838 

Intel Corp.  54,920  1,330,162 

Maxim Integrated Products, Inc.  16,260  451,703 

Microchip Technology, Inc.  5,827  217,056 

Micron Technology, Inc. (I)  15,040  215,523 

NXP Semiconductor NV (I)  11,070  342,949 

Xilinx, Inc.  14,155  560,680 
 
Software 5.4%     

Activision Blizzard, Inc.  17,200  245,272 

Adobe Systems, Inc. (I)  3,150  143,514 

ANSYS, Inc. (I)  4,520  330,412 

Autodesk, Inc. (I)  12,890  437,487 

BMC Software, Inc. (I)  2,134  96,329 

Cadence Design Systems, Inc. (I)  27,750  401,820 

Check Point Software Technologies, Ltd. (I)  5,245  260,572 

Concur Technologies, Inc. (I)  5,580  454,100 

FactSet Research Systems, Inc.  4,625  471,473 

Imperva, Inc. (I)  5,550  249,972 

Informatica Corp. (I)  2,300  80,454 

Intuit, Inc.  1,272  77,630 

MICROS Systems, Inc. (I)  12,600  543,690 

 

16  Hedged Equity & Income Fund | Semiannual report  See notes to financial statements 

 



  Shares  Value 
Software (continued)     

Microsoft Corp.  156,495  $5,403,772 

NetSuite, Inc. (I)  1,337  122,656 

Open Text Corp.  2,400  164,328 

Oracle Corp. (C)  92,823  2,851,523 

Red Hat, Inc. (I)  5,951  284,577 

Salesforce.com, Inc. (I)  2,980  113,776 

ServiceNow, Inc. (I)  13,300  537,187 

Verint Systems, Inc. (I)  9,600  340,512 

Workday, Inc., Class A (I)  1,670  107,030 
 
Materials 2.9%    7,423,661 
 
Chemicals 1.5%     

Innospec, Inc.  10,300  413,854 

Koppers Holdings, Inc.  6,610  252,370 

LyondellBasell Industries NV, Class A  3,900  258,414 

Monsanto Company  2,668  263,598 

Sensient Technologies Corp.  7,970  322,546 

The Dow Chemical Company  28,940  931,000 

The Sherwin-Williams Company  6,012  1,061,719 

Westlake Chemical Corp.  2,800  269,948 
 
Containers & Packaging 0.6%     

Aptargroup, Inc. (C)  5,750  317,458 

Crown Holdings, Inc. (I)  3,390  139,431 

Greif, Inc., Class A  5,570  293,372 

Rock-Tenn Company, Class A  4,320  431,482 

Silgan Holdings, Inc.  9,520  447,059 
 
Metals & Mining 0.0%     

Allied Nevada Gold Corp. (I)  4,194  27,177 
 
Paper & Forest Products 0.8%     

Deltic Timber Corp.  6,800  393,176 

International Paper Company  24,070  1,066,542 

KapStone Paper and Packaging Corp.  7,800  313,404 

Louisiana-Pacific Corp. (I)  14,950  221,111 
 
Telecommunication Services 0.7%    1,792,104 
 
Diversified Telecommunication Services 0.7%     

Verizon Communications, Inc.  35,600  1,792,104 
 
Utilities 1.8%    4,605,893 
 
Electric Utilities 0.3%     

Duke Energy Corp.  3,445  232,538 

UNS Energy Corp.  6,880  307,742 

Westar Energy, Inc.  7,950  254,082 
 
Gas Utilities 1.5%     

Atmos Energy Corp.  7,750  318,215 

New Jersey Resources Corp.  3,200  132,896 

The Laclede Group, Inc.  6,300  287,658 

UGI Corp.  72,235  2,825,111 

WGL Holdings, Inc.  5,730  247,651 

 

See notes to financial statements  Semiannual report | Hedged Equity & Income Fund  17 

 



  Shares  Value 
Warrants 0.0%    $0 

(Cost $219)     
 
Industrials 0.0%    0 
 
Platform Acquisition Holdings, Ltd. (Expiration Date: 7-31-20;     
Strike Price: $11.20) (I)  21,900  0 
 
  Number of   
  Contracts  Value 
Purchased Options 3.8%    $9,741,000 

(Cost $12,143,164)     
 
Put Options 3.8%    9,741,000 
 
S&P 500 Index (Expiration Date: 6-21-14; Strike Price: $1,400) (I)  1,700  9,741,000 
 
  Par value  Value 
Short-Term Investments 1.9%    $4,700,000 

(Cost $4,700,000)     
 
Repurchase Agreement 1.9%    4,700,000 
 
Goldman Sachs Tri-Party Repurchase Agreement dated 6-28-13 at     
0.130% to be repurchased at $4,700,051 on 7-1-13, collateralized     
by $4,711,524 Federal National Mortgage Association, 3.500% due     
1-1-41 (valued at $4,794,001, including interest)  $4,700,000  4,700,000 
 
Total investments (Cost $228,154,562)101.4%    $258,398,106 

 
Other assets and liabilities, net (1.4%)    ($3,590,234) 

 
Total net assets 100.0%    $254,807,872 

 

 

The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the fund.

ADR American Depositary Receipts

(C) A portion of this security is pledged as collateral for options. Total collateral value at 6-30-13 was $49,332,189.

(I) Non-income producing security.

(R) Direct placement securities are restricted to resale and the fund has limited rights to registration under the Securities Act of 1933. Holdings in direct placement securities as of 6-30-13 were as follows:

          Value as a   
      Beginning  Ending  percentage   
  Acquisition  Acquisition  share  share  of fund's  Value as of 
Issuer, Description  date  cost  amount  amount  net assets  6-30-13 

Allstar Co-Invest  8-1-11  $240,553  236,300  236,300  0.16%  $404,073 
Block Feeder, LLC             
Dropbox, Inc.  5-1-12  $77,258  8,535  8,535  0.03%  $75,620 

 

† At 6-30-13, the aggregate cost of investment securities for federal income tax purposes was $229,331,790. Net unrealized appreciation aggregated to $29,066,316, of which $35,079,619 related to appreciated investment securities and $6,013,303 related to depreciated investment securities.

 

18  Hedged Equity & Income Fund | Semiannual report  See notes to financial statements 

 



F I N A N C I A L   S T A T E M E N T S

Financial statements

Statement of assets and liabilities 6-30-13 (unaudited)

This Statement of assets and liabilities is the fund’s balance sheet. It shows the value of what the fund owns, is due and owes. You’ll also find the net asset value for each common share.

Assets   

Investments, at value (Cost $228,154,562)  $258,398,106 
Cash  31,247 
Foreign currency, at value (Cost $6,795)  6,757 
Receivable for investments sold  4,034,087 
Dividends and interest receivable  274,833 
Other receivables and prepaid expenses  2,330 
Total assets  262,747,360 
 
Liabilities   

Payable for investments purchased  808,969 
Written options, at value (Premiums received $8,422,406)  7,033,000 
Payable to affiliates   
Accounting and legal services fees  9,459 
Trustees’ fees  205 
Other liabilities and accrued expenses  87,855 
 
Total liabilities  7,939,488 
 
Net assets  $254,807,872 
 
Net assets consist of   

Paid-in capital  $239,335,027 
Accumulated distributions in excess of net investment income  (7,942,709) 
Accumulated net realized gain (loss) on investments, written options and   
foreign currency transactions  (8,217,265) 
Net unrealized appreciation (depreciation) on investments, written options   
and translation of assets and liabilities in foreign currencies  31,632,819 
 
Net assets  $254,807,872 
 
Net asset value per share   

Based on 13,733,169 shares of beneficial interest outstanding — unlimited   
number of shares authorized with par value of $0.01 per share  $18.55 

 

See notes to financial statements  Semiannual report | Hedged Equity & Income Fund  19 

 



F I N A N C I A L   S T A T E M E N T S

Statement of operations For the six-month period ended 6-30-13
(unaudited)

This Statement of operations summarizes the fund’s investment income earned and expenses incurred in operating the fund. It also shows net gains (losses) for the period stated.

Investment income   

Dividends  $2,386,884 
Interest  4,948 
Less foreign taxes withheld  (33,320) 
 
Total investment income  2,358,512 
 
Expenses   

Investment management fees  1,262,063 
Accounting and legal services fees  22,807 
Transfer agent fees  11,706 
Trustees’ fees  21,053 
Printing and postage  24,403 
Professional fees  39,044 
Custodian fees  22,537 
Stock exchange listing fees  15,767 
Other  10,214 
 
Total expenses  1,429,594 
 
Net investment income  928,918 
 
Realized and unrealized gain (loss)   

 
Net realized gain (loss) on   
Investments and purchased options  (3,233,346) 
Written options  1,916,809 
Foreign currency transactions  (80) 
  (1,316,617) 
Change in net unrealized appreciation (depreciation) of   
Investments and purchased options  30,683,668 
Written options  (7,458,847) 
Translation of assets and liabilities in foreign currencies  (155) 
 
  23,224,666 
 
Net realized and unrealized gain  21,908,049 
 
Increase in net assets from operations  $22,836,967 

 

20  Hedged Equity & Income Fund | Semiannual report  See notes to financial statements 

 



F I N A N C I A L   S T A T E M E N T S

Statements of changes in net assets

These Statements of changes in net assets show how the value of the fund’s net assets has changed during the last three periods. The difference reflects earnings less expenses, any investment gains and losses, distributions, if any, paid to shareholders and the net of fund share transactions.

  Six months     
  ended  Period  Year 
  6-30-13  ended  ended 
  (Unaudited)  12-31-121  10-31-12 
 
Increase (decrease) in net assets       

 
From operations       
Net investment income  $928,918  $722,268  $1,870,855 
Net realized gain (loss)  (1,316,617)  686,750  1,100,927 
Change in net unrealized       
appreciation (depreciation)  23,224,666  1,690,216  23,301,290 
Increase in net assets resulting       
from operations  22,836,967  3,099,234  26,273,072 
 
Distributions to shareholders       
From net investment income  (8,871,627)2  (728,343)  (1,850,217) 
From tax return of capital    (3,723,566)  (16,575,845) 
 
Total distributions  (8,871,627)  (4,451,909)  (18,426,062) 
 
From fund share transactions       
Repurchased    (3,098,607)  (10,945,445) 
 
Total increase (decrease)  13,965,340  (4,451,282)  (3,098,435) 
 
Net assets       

Beginning of period  240,842,532  245,293,814  248,392,249 
 
End of period  $254,807,872  $240,842,532  $245,293,814 
 
Accumulated distributions in excess of net       
investment income  ($7,942,709)    ($615) 
 
Share activity       

 
Shares outstanding       
Beginning of period  13,733,169  13,934,006  14,620,236 
Shares repurchased    (200,837)  (686,230) 
 
End of period  13,733,169  13,733,169  13,934,006 

 

1 For the two-month period ended 12-31-12. The fund changed its fiscal year end from October 31 to December 31.

2 A portion of the distributions may be deemed a tax return of capital at year-end.

See notes to financial statements  Semiannual report | Hedged Equity & Income Fund  21 

 



Financial highlights

The Financial highlights show how the fund’s net asset value for a share has changed during the period.

COMMON SHARES Period ended  6-30-131  12-31-122  10-31-12  10-31-113 
 
Per share operating performance         

Net asset value, beginning of period  $17.54  $17.60  $16.99  $19.104 
Net investment income5  0.07  0.05  0.13  0.02 
Net realized and unrealized gain (loss) on investments  1.59  0.18  1.68  (1.73) 
Total from investment operations  1.66  0.23  1.81  (1.71) 
Less distributions to common shareholders         
From net investment income  (0.65)6  (0.05)  (0.13)  (0.02) 
From tax return of capital    (0.27)  (1.16)  (0.34) 
Total distributions  (0.65)  (0.32)  (1.29)  (0.36) 
Anti-dilutive impact of repurchase plan    0.037  0.097   
Offering costs related to common shares        (0.04) 
Net asset value, end of period  $18.55  $17.54  $17.60  $16.99 
Per share market value, end of period  $16.89  $15.26  $16.14  $15.18 
Total return at net asset value (%)8  9.839  1.719  12.17  (8.98)9 
Total return at market value (%)8  14.949  (3.51)9  15.14  (22.33)9 
 
Ratios and supplemental data         

Net assets applicable to common shares, end of period         
(in millions)  $255  $241  $245  $248 
Ratios (as a percentage of average net assets):         
Expenses  1.1310  0.229  1.14  1.1510 
Net investment income  0.7410  0.309  0.74  0.3110 
Portfolio turnover (%)  36  11  76  38 

 

1 Six months ended 6-30-13. Unaudited.
2 For the two-month period ended 12-31-12. The fund changed its fiscal year end from October 31 to December 31.
3 Period from 5-26-11 (commencement of operations) to 10-31-11.
4 Reflects the deduction of a $0.90 per share sales load.
5 Based on the average daily shares outstanding.
6 A portion of the distributions may be deemed a tax return of capital at year-end.
7 The repurchase plan was completed at an average repurchase price of $15.43 and $15.95 for 200,837 and 686,230 shares for the two-month period ended 12-31-12 and the year ended 10-31-12, respectively.
8 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 dividend, capital gain and return of capital distributions, if any, were reinvested. These figures will differ depending upon the level of any discount from or premium to net asset value at which the fund’s shares traded during the period.
9 Not annualized.
10 Annualized.

 

22  Hedged Equity & Income Fund | Semiannual report 

 



Notes to financial statements
(unaudited)

Note 1 — Organization

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). On December 12, 2012, the Board of Trustees voted to change the fund’s fiscal year end from October 31 to December 31.

Note 2 — Significant accounting policies

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, 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. 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 close of regular trading on the New York Stock Exchange (NYSE), normally at 4:00 P.M., Eastern Time. In order to value the securities, the fund uses the following valuation techniques: Equity securities held by the fund are valued at the last sale price or official closing price on the principal securities exchange on which they trade. In the event there were no sales during the day or closing prices are not available, then the securities are valued using the last quoted bid or evaluated price. Options listed on an exchange are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. For options not listed on an exchange, an independent pricing source is used to value the options at the mean between the last bid and ask prices. Certain securities traded only in the over-the-counter market are valued at the last bid price quoted by brokers making markets in the securities at the close of trading. Certain short-term securities are valued at amortized cost. 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 fund’s Pricing Committee following procedures established by the Board of Trustees, which include price verification procedures. 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.

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. 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 fund’s own 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 may result in transfers into or out of an assigned level within the disclosure hierarchy.

Semiannual report | Hedged Equity & Income Fund  23 

 



The following is a summary of the values by input classification of the fund’s investments as of June 30, 2013, by major security category or type:

        LEVEL 3 
      LEVEL 2  SIGNIFICANT 
  TOTAL MARKET  LEVEL 1  SIGNIFICANT  UNOBSERVABLE 
  VALUE AT 6-30-13  QUOTED PRICE  OBSERVABLE INPUTS  INPUTS 

Common Stocks         
Consumer Discretionary  $38,287,253  $36,156,144  $1,727,036  $404,073 
Consumer Staples  14,000,909  13,654,097  346,812   
Energy  20,803,711  18,350,058  2,453,653   
Financials  40,104,864  38,723,837  1,381,027   
Health Care  38,089,431  33,623,211  4,466,220   
Industrials  36,997,015  35,625,997  1,371,018   
Information Technology  41,852,265  41,708,109  68,536  75,620 
Materials  7,423,661  7,423,661     
Telecommunication         
Services  1,792,104  1,792,104     
Utilities  4,605,893  4,605,893     
Purchased Options  9,741,000  9,741,000     
Short-Term Investments  4,700,000    4,700,000   
 
Total Investments in         
Securities  $258,398,106  $241,404,111  $16,514,302  $479,693 
Other Financial         
Instruments         
Written Options  ($7,033,000)  ($7,033,000)     

 

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. 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 for certain tri-party repurchase agreements is held at a third-party custodian bank in a segregated account for the benefit of the fund.

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, the MRA does not result in an offset of the reported amounts of assets and liabilities 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 back claims resulting from close-out of the transactions. Collateral received by the fund for repurchase agreements is disclosed in the Portfolio of investments as part of the caption related to the repurchase agreement.

Security transactions and related investment income. Investment security transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is accrued as earned. Dividend income is recorded on the ex-date, except for dividends of 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. Foreign taxes are provided for based on the fund’s understanding of the tax rules and rates that exist in the foreign markets in which it invests. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds from litigation.

24  Hedged Equity & Income Fund | Semiannual report 

 



Foreign taxes. The fund may be subject to withholding tax on income or capital gains or repatriation taxes as imposed by certain countries in which the fund invests. Taxes are accrued based upon investment income, realized gains or unrealized appreciation.

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 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.

Under the Regulated Investment Company Modernization Act of 2010, the fund is permitted to carry forward capital losses for an unlimited period. Capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

For federal income tax purposes, as of December 31, 2012, the fund has a short-term capital loss carryforward of $8,469,991 and a long-term capital loss carryforward of $352,421 available to offset future net realized capital gains which do not expire.

As of December 31, 2012, 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. In August 2012, the Board of Trustees amended the managed distribution plan (the Distribution Plan). Under the current Distribution Plan, the fund makes quarterly distributions of an amount equal to $0.3230 per share, based upon an annualized distribution rate of 7.25% of the fund’s net asset value of $17.82 on July 31, 2012. This amount will be paid quarterly until further notice.

Distributions under the Distribution 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 percentage dividend. In addition, the fund may also make additional distributions to avoid federal income and excise taxes.

The Board of Trustees may terminate or reduce the amount paid under the Distribution 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 declares and pays distributions quarterly through its Distribution Plan described above.

Semiannual report | Hedged Equity & Income Fund  25 

 



Such distributions, on a tax basis, are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Material 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 be subsequently 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 wash sale loss deferrals and derivative transactions.

Note 3 — Derivative instruments

The fund may invest in derivatives in order to meet its investment objectives and to manage its obligations. Derivatives include a variety of different instruments that may be traded in the over-the-counter 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.

Futures, certain options and cleared swaps are traded or cleared on an exchange or central exchange clearinghouse. Exchange-traded or cleared transactions generally present less counterparty risk to the fund than over-the-counter transactions. The exchange’s clearinghouse stands between the fund and the broker to the contract and therefore, credit risk is generally limited to the failure of the clearinghouse and the clearing member. Collateral or margin requirements for exchange-traded or cleared derivatives are set by the broker or applicable clearing house. Securities pledged by the fund for exchanged-traded and cleared transactions amounted to $49,332,189 and are identified in the Portfolio of investments.

Options. There are two types of options, put options and call options. Options are traded either over-the-counter or on an exchange. A call option gives the purchaser of the option the right to buy (and the seller the obligation to sell) the underlying instrument at the exercise price. A put option gives the purchaser of the option the right to sell (and the writer the obligation to buy) the underlying instrument at the exercise price. Writing puts and buying calls may increase the fund’s exposure to changes in the value of the underlying instrument. Buying puts and writing calls may decrease the fund’s exposure to such changes. Risks related to the use of options include the loss of the premium, possible illiquidity of the options markets, trading restrictions imposed by an exchange and movements in underlying security values, and for written options, potential losses in excess of the amounts recognized on the Statement of assets and liabilities. In addition, over-the-counter options are subject to the risks of all over-the-counter derivatives contracts.

When the fund purchases an option, the premium paid by the fund is included in the portfolio of investments and subsequently “marked-to-market” to reflect current market value. If the purchased option expires, the fund realizes a loss equal to the cost of the option. If the fund exercises a call option, the cost of the securities acquired by exercising the call is increased by the premium paid to buy the call. If the fund exercises a put option, it realizes a gain or loss from the sale of the underlying security and the proceeds from such sale are decreased by the premium paid. If the fund enters into a closing sale transaction, the fund realizes a gain or loss, depending on whether proceeds from the closing sale are greater or less than the original cost. When the fund writes an option, the premium received is included as a liability and subsequently “marked-to-market”

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to reflect current market value of the option written. Premiums received from writing options that expire unexercised are recorded as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. If a put option on a security is exercised, the premium received reduces the cost basis of the securities purchased by the fund.

During the six months ended June 30, 2013, the fund used purchased options to hedge against changes in securities markets. During the six months ended June 30, 2013, the fund held purchased options with market values ranging from $5.3 million to $11.3 million, as measured at each quarter end.

During the six months ended June 30, 2013, the fund wrote option contracts (both puts and calls) to generate earnings from option premiums and to attempt to reduce overall volatility. The following tables summarize the fund’s written options activities during the six months ended June 30, 2013.

  NUMBER OF CONTRACTS  PREMIUMS RECEIVED (PAID) 

Outstanding, beginning of period  1,900  $11,204,253 
Options written  9,250  15,796,152 
Options closed  (8,650)  (18,577,999) 
Options exercised     
Options expired     
Outstanding, end of period  2,500  $8,422,406 

 

  EXERCISE  EXPIRATION  NUMBER OF     
WRITTEN OPTIONS  PRICE  DATE  CONTRACTS  PREMIUM  VALUE 

CALLS           
S&P 500 Index  $1,620  Jul 2013  800  ($1,117,570)  ($1,168,000) 
Total      800  $1,117,570  ($1,168,000) 
PUTS           
S&P 500 Index  $1,275  Jun 2014  1,700  ($7,304,836)  ($5,865,000) 
Total      1,700  $7,304,836  ($5,865,000) 

 

Fair value of derivative instruments by risk category

The table below summarizes the fair value of derivatives held by the fund at June 30, 2013 by risk category:

        LIABILITY 
  STATEMENT OF ASSETS  FINANCIAL INSTRUMENTS  ASSET DERIVATIVES  DERIVATIVES 
RISK  AND LIABILITIES LOCATION  LOCATION  FAIR VALUE  FAIR VALUE 

Equity contracts  Investments, at value*  Purchased options*  $9,741,000   
  Written options, at value  Written options    $7,033,000 
      $9,741,000  $7,033,000 

 

* Purchased options are included in the fund’s investments.

 

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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, 2013:

  STATEMENT OF  INVESTMENTS   
RISK  OPERATIONS LOCATION  (PURCHASED OPTIONS)  WRITTEN OPTIONS 

Equity contracts  Net realized gain (loss)  ($16,741,015)  $1,916,809 

 

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, 2013:

 

  STATEMENT OF  INVESTMENTS   
RISK  OPERATIONS LOCATION  (PURCHASED OPTIONS)  WRITTEN OPTIONS 

Equity contracts  Change in net unrealized  $9,545,083  ($7,458,847) 
  appreciation (depreciation)     

 

Note 4 — Guarantees 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 5 — Fees and transactions with affiliates

John Hancock Advisers, LLC (the Advisor) serves as investment advisor for the fund. The Advisor is an indirect, wholly owned subsidiary of Manulife Financial Corporation.

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 1.00% 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.

Accounting and legal services. Pursuant to a service agreement, the fund reimburses the Advisor for all expenses associated with providing the administrative, financial, legal, 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, 2013 amounted to an annual rate of 0.02% of the fund’s average daily net assets.

Trustee expenses. The fund compensates each Trustee who is not an employee of the Advisor or its affiliates. Under the John Hancock Group of funds Deferred Compensation Plan (the Plan), which was terminated in November 2012, certain Trustees could have elected, for tax purposes, to defer receipt of this compensation. Any deferred amounts were invested in various John Hancock funds. The investment of deferred amounts and the offsetting liability are included within other receivables and prepaid expenses and Payable to affiliates — Trustees’ fees, respectively, in the accompanying Statement of assets and liabilities. Plan assets will be liquidated in accordance with the Plan documents.

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Note 6 — Fund share transactions

On December 6, 2011, the fund adopted a share repurchase plan, pursuant to which the fund was authorized to purchase, in the open market, up to 10% of its outstanding common shares between January 1, 2012 and December 31, 2012. The fund’s share repurchase plan was renewed on December 12, 2012. Under the renewed share repurchase plan, the fund may purchase, in the open market, up to 10% of its outstanding common shares between January 1, 2013 and December 31, 2013 (based on common shares outstanding as of December 31, 2012). During the six months ended June 30, 2013, the fund did not repurchase any shares under the Repurchase Plan. During the two-month period ended December 31, 2012 and the twelve-month period ended October 31, 2012, the fund repurchased 1.37% and 4.69%, respectively, of shares outstanding under the Repurchase Plan. The weighted average discount per share on these repurchases amounted to 12.25% and 10.66% for the two-month period ended December 31, 2012 and the twelve-month period ended October 31, 2012, respectively. Shares repurchased and corresponding dollar amounts are included in the Statement of changes in net assets. The anti-dilutive impact of these share repurchases is included on the Financial highlights.

Note 7 — Purchase and sale of securities

Purchases and sales of securities, other than short-term securities, amounted to $87,558,839 and $107,267,456, respectively, for the six months ended June 30, 2013.

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Additional information

Unaudited

Investment objective and policy

The fund is a diversified, closed-end management investment company, common shares of which were initially offered to the public on May 26, 2011 and are publicly traded on the NYSE. 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. The fund uses an equity strategy (the “equity strategy”) and an actively managed option overlay strategy (the “option overlay strategy”) to pursue its investment objective. The equity strategy seeks to provide broad-based exposure to equity markets, while emphasizing downside equity market protection. The goal of the equity strategy is to participate in and capture the broader equity market returns in rising market conditions, while seeking to limit losses relative to the broader equity markets in declining market circumstances through an effective combination of equity investment strategies. The option overlay strategy pursues 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 puts).

Dividends and distributions

During the six months ended June 30, 2013, distributions totaling $0.6460 per share were paid to shareholders. The dates of payments and the amounts per share were as follows:

PAYMENT DATE  DISTRIBUTIONS* 

March 28, 2013  0.3230 
June 28, 2013  0.3230 
Total  $0.6460 

 

*A portion of the distributions may be deemed a tax return of capital at 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 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 New York Stock Exchange (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.

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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 computershare.com and clicking on EquityAccess & More. The Plan Agent will mail a check (less applicable brokerage trading fees) on the settlement date, which is three 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 computershare.com and clicking on EquityAccess & More. 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 $5.00 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 computershare.com and clicking on EquityAccess & More. 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.

Effective July 1, 2013, the Plan was revised to reflect an updated definition of “market price.” Under the revised Plan, the “market price” of the fund’s shares on a particular date is “the last sale price for the fund’s shares in the market on that date as of the close of regular trading on the New York Stock Exchange (NYSE), or, if there is no sale in the market on that date or sale prices are not available, then the mean between the closing bid and asked quotations for such shares on such date.” Previously, the “market price” of the fund’s shares was defined as “the last sale price for the fund’s shares on the NYSE on that date, or, if there is no sale on the NYSE on that date, then the mean between the closing bid and asked quotations for such shares on the NYSE on such date.”

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Effective November 1, 2013, the Plan will be revised with respect to mail loss insurance coverage. Until October 31, 2013, when shareholders mail their certificates to the fund’s administrator, they may request Computershare Trust Company, N.A. to reimburse them for the cost of mail loss insurance coverage on certificates valued at up to $100,000. Effective November 1, 2013, Computershare will no longer reimburse this expense.

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:

Computershare
P.O. Box 43006
Providence, RI 02940-3006
Telephone: 800-852-0218

If your shares are held with a brokerage firm, you should contact that firm, bank, or other nominee for assistance.

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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 Advisers, LLC (the “Advisor”) and the Subadvisory Agreement (the “Subadvisory Agreement”) with Wellington Management Company, LLP (the “Sub-Advisor”). The Advisory Agreement and Subadvisory Agreement are collectively referred to as the “Agreements.”

Approval of Advisory and Subadvisory Agreements

At in-person meetings held on May 16-17, 2013, the Board, including the Trustees who are not considered to be “interested persons” of the fund under the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), 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 Sub-Advisor with respect to the Fund.

In considering the Advisory Agreement and the Subadvisory Agreement, the Board received in advance of the meeting a variety of materials relating to the fund, the Advisor and the Sub-Advisor, 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 the fund’s benchmark index and other matters such as the prices at which the fund’s shares have traded and, with respect to the Sub-Advisor, comparative performance information for comparably managed accounts, and other information provided by the Advisor and the Sub-Advisor regarding the nature, extent and quality of services provided by the Advisor and the Sub-Advisor 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 meeting at which the renewal of the Advisory Agreement and Subadvisory Agreement is considered, particular focus is given to information concerning fund performance, comparability of fees and total expenses, and profitability. However, the Board notes that the evaluation process with respect to the Advisor and the Sub-Advisor is an ongoing one. In this regard, the Board also took into account discussions with management and information provided to the Board at prior meetings with respect to the services provided by the Advisor and the Sub-Advisor to the fund, including quarterly performance reports prepared by management containing reviews of investment results, and prior presentations from the Sub-Advisor with respect to the fund. The Board also considered the nature, quality and extent of non-advisory services, if any, to be provided to the fund by the Advisor’s affiliates.

Throughout the process, the Board asked questions of and requested additional information from management. The Board is assisted by counsel for the fund and the Independent Trustees are also separately assisted by independent legal counsel throughout the process. The Independent Trustees also received a memorandum from their independent 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.

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 does not treat any single factor as determinative, and each Trustee may attribute different weights to different factors. The Board’s conclusions may be based in part on its consideration of the Advisory and Subadvisory Agreements in prior years and on the Board’s ongoing regular review of fund performance and operations throughout the year.

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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 also considered the Advisor’s risk management processes. 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 Sub-Advisor, and is also responsible for monitoring and reviewing the activities of the Sub-Advisor and other third-party service providers.

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 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 Sub-Advisor’s investment performance and compliance programs, such as the Sub-Advisor’s compliance with fund policies and objective, 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;

(d) the Advisor’s administrative capabilities, including its ability to supervise the other service providers for 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; and

(f) 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.

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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 the fund’s benchmark;

(c) considered the performance of comparable funds, if any, as included in the report prepared by an independent third-party provider of fund data. Such report included the fund’s ranking within a smaller group of peer funds and the fund’s ranking within broader groups of funds; and

(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, based on its net asset value, the fund underperformed its benchmark index and peer group average for the one-year and since inception (May 26, 2011) periods ended December 31, 2012. The Board took into account management’s discussion of the fund’s performance, including the impact of market conditions on the fund’s investment strategy relative to its peer group. The Board also noted that the fund had commenced the initial public offering of its shares in May 2011 and has a limited performance history.

The Board concluded that the fund’s performance is being monitored and reasonably addressed.

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 total expenses as compared to similarly situated investment companies deemed to be comparable to the fund. 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 broader group of funds. In comparing the fund’s contractual and net management fee to that of comparable funds, the Board noted that such fees include both advisory and administrative costs.

The Board noted that net management fees for this fund are higher than the peer group median and that total expenses for the fund are equal to the peer group median.

The Board also took into account management’s discussion with respect to the advisory/subadvisory fee structure, including the amount of the advisory fee retained by the Advisor after payment of the subadvisory fee. The Board also noted that the Advisor pays the subadvisory fee and that such fee is negotiated at arm’s length. The Board reviewed information provided by the Advisor concerning investment advisory fees charged by the Advisor or one of its advisory affiliates to other clients (including other funds in the complex) having similar investment mandates, if any. The Board considered any differences between the Advisor’s and Sub-Advisor’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.

Profitability/Indirect 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 an analysis presented by the Advisor regarding the net profitability to the Advisor and its affiliates with respect to the fund;

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(c) received and reviewed profitability information with respect to the John Hancock fund complex as a whole;

(d) received information with respect to the Advisor’s allocation methodologies used in preparing the profitability data;

(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 are negotiated at arm’s length with the Sub-Advisor; and

(h) 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 entrepreneurial risk that it assumes as Advisor.

Based upon its review, the Board concluded that the level of profitability, if any, of the Advisor from its relationship with the fund was reasonable and not excessive.

Economies of Scale. The Board considered whether there should be changes in the management fee rate or structure in order to enable the fund to participate in any economies of scale, noting 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 supervising the Sub-Advisor. The Board also considered potential economies of scale that may be realized by the Fund as part of the John Hancock fund complex. The Board also 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 noted that although the Fund does not have breakpoints in its contractual management fee schedule, its total expenses are equal to the peer group median. 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 Sub-Advisor’s business, including current subadvisory services to the fund (and other funds in the John Hancock family of funds);

(2) the historical and current performance of the fund and comparative performance information relating to the fund’s benchmark and comparable funds; and

(3) information relating to the nature and scope of any material relationships and their significance to the fund’s Advisor and Sub-Advisor.

Nature, Extent and Quality of Services. With respect to the services provided by the Sub-Advisor, the Board received information provided to the Board by the Sub-Advisor, including the Sub-Advisor’s Form ADV, as well as took into account information presented throughout the past year. The Board considered the Sub-Advisor’s current level of staffing and its overall resources, as well as received information relating to the Sub-Advisor’s compensation program. The Board reviewed the Sub-Advisor’s history and investment experience, as well as information regarding the qualifications, background and responsibilities of the Sub-Advisor’s investment and compliance

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personnel who provide services to the fund. The Board also considered, among other things, the Sub-Advisor’s compliance program and any disciplinary history. The Board also considered the Sub-Advisor’s risk assessment and monitoring process. The Board reviewed the Sub-Advisor’s regulatory history, including whether it was currently 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 Sub-Advisor 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 Sub-Advisor and present reports to the Independent Trustees regarding the same, which includes evaluating the regulatory compliance systems of the Sub-Advisor and procedures reasonably designed by them to assure compliance with the federal securities laws. The Board also took into account the financial condition of the Sub-Advisor.

The Board considered the Sub-Advisor’s investment process and philosophy. The Board took into account that the Sub-Advisor’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 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 Sub-Advisor’s brokerage policies and practices, including with respect to best execution and soft dollars.

Sub-Advisor Compensation. In considering the cost of services to be provided by the Sub-Advisor and the profitability to the Sub-Advisor 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 Sub-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 Sub-Advisor from its relationship with the fund 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 Sub-Advisor) of any material relationships with respect to the Sub-Advisor, which include arrangements in which the Sub-Advisor 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 interests the Advisor might have in connection with the Sub-Advisory Agreement.

In addition, the Board considered other potential indirect benefits that the Sub-Advisor and its affiliates may receive from the Sub-Advisor’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 a subadvisory fees to the Sub-Advisor. The Board also took into account the sub-advisory fee paid by the Advisor to the Sub-Advisor with respect to the fund to fees charged by the Sub-Advisor to manage other sub-advised portfolios and portfolios not subject to regulation under the 1940 Act, as applicable.

Sub-Advisor Performance. As noted above, the Board considered the fund’s performance as compared to the fund’s peer group and benchmark 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

Semiannual report | Hedged Equity & Income Fund  37 

 



performance of the Sub-Advisor. The Board was mindful of the Advisor’s focus on the Sub-Advisor’s performance. The Board also noted the Sub-Advisor’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 Sub-Advisor has extensive experience and demonstrated skills as a manager;

(2) The performance of the fund is being monitored and reasonably addressed; and

(3) The subadvisory fees are reasonable in relation to the level and quality of services being provided.

* * * 

 

Based on their evaluation of all factors that they deemed to be material, including those factors described above, the Board, including the Independent Trustees, concluded that renewal of the Advisory Agreement and the Sub-Advisory 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 Sub-Advisory Agreement for an additional one-year period.

 

38  Hedged Equity & Income Fund | Semiannual report 

 



More information

Trustees  Officers  Investment advisor 
James M. Oates,  Hugh McHaffie  John Hancock Advisers, LLC 
Chairman  President 
Steven R. Pruchansky,  Subadvisor 
Vice Chairman  Andrew G. Arnott  Wellington Management 
Charles L. Bardelis*  Executive Vice President  Company, LLP 
James R. Boyle 
Craig Bromley  Thomas M. Kinzler  Custodian 
Peter S. Burgess*  Secretary and Chief Legal Officer  State Street Bank and 
William H. Cunningham  Trust Company 
Grace K. Fey  Francis V. Knox, Jr. 
Theron S. Hoffman*  Chief Compliance Officer  Transfer agent 
Deborah C. Jackson  Computershare Shareowner 
Hassell H. McClellan  Charles A. Rizzo Services, LLC 
Gregory A. Russo  Chief Financial Officer   
Warren A. Thomson  Legal counsel 
Salvatore Schiavone  K&L Gates LLP 
*Member of the  Treasurer 
Audit Committee  Stock symbol 
†Non-Independent Trustee    Listed New York Stock 
  Exchange: HEQ 

 

For shareholder assistance refer to page 32

 

You can also contact us:     
  800-852-0218  Regular mail: 
  jhfunds.com  Computershare 
    P.O. Box 43006 
    Providence, RI 02940-3006 

 

The fund’s proxy voting policies and procedures, as well as the fund’s 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.

The fund’s complete list of portfolio holdings, for the first and third fiscal quarters, is filed with the SEC on Form N-Q. The fund’s Form N-Q is available on our website and the SEC’s website, sec.gov, and can be reviewed and copied (for a fee) at the SEC’s Public Reference Room in Washington, DC. Call 800-SEC-0330 to receive information on the operation of the SEC’s Public Reference Room.

We make this information on your fund, as well as monthly portfolio holdings, and other fund details available on our website at jhfunds.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.

Semiannual report | Hedged Equity & Income Fund  39 

 




PRESORTED 
STANDARD
U.S. POSTAGE 
PAID
MIS

 

800-852-0218
800-843-0090 EASI-Line
jhfunds.com


www.jhfunds.com/edelivery

  P15SA 6/13 
MF148901  8/13 

 



ITEM 2. CODE OF ETHICS.

Not applicable at this time.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable at this time.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable at this time.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable at this time.

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.

      Total number of  Maximum number 
  Total number of    shares purchased  of shares that may 
  shares  Average price  as part of publicly  yet be purchased 
Period  purchased  per share  announced plans*  under the plans 

Jan-13  -  -  -  1,373,317* 

Feb-13  -  -  -  1,373,317 

Mar-13  -  -  -  1,373,317 

Apr-13  -  -  -  1,373,317 

May-13  -  -  -  1,373,317 

Jun-13  -  -  -  1,373,317 

Total  -  -  -   

 

*On December 6, 2011, the Board of Trustees approved a share repurchase plan (the Repurchase Plan). Under the Repurchase Plan, the Fund was allowed to purchase, in the open market, up to 10% of its outstanding common shares between January 1, 2012 and December 31, 2012 (based on common shares outstanding as of December 31, 2011). On December 12, 2012, the Board renewed the Repurchase Plan. As renewed, the Fund may purchase in the open market, between January 1, 2013 and December 31, 2013, up to an additional 10% of its outstanding common shares (based on common shares outstanding as of December 31, 2012).

 



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 registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.

ITEM 12. EXHIBITS.

(a) 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 – Nominating, Governance and Administration Committee Charter. ”

(c)(2) Contact person at the registrant.

(c)(3) Registrant’s notices 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/ Hugh McHaffie 
  ------------------------------ 
  Hugh McHaffie 
  President 
 
 
Date:  August 20, 2013 

 

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/ Hugh McHaffie 
  ------------------------------- 
Hugh McHaffie 
  President 
 
 
Date:  August 20, 2013 
 
 
 
By:  /s/ Charles A. Rizzo 
  --------------------------------- 
Charles A. Rizzo 
  Chief Financial Officer 
 
 
Date:  August 20, 2013