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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
FORM 8-A
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 

JOHN HANCOCK HEDGED EQUITY & INCOME FUND
(Exact Name of Registrant as Specified in this Charter)
     
Massachusetts
 
27-5412302
(State of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
     
601 Congress Street
 
 
Boston, Massachusetts
   
02210
 
(Address of Principal Executive Office)
   
(Zip Code)
 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  [X]
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  [  ]
 
Securities Act registration statement file number to which this form relates:  333-168178
 
Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class
Name of Each Exchange On Which
To Be So Registered
Each Class Is To Be Registered
   
Common Shares of Beneficial Interest,
New York Stock Exchange
$0.01 Par Value Per Share
 
   

Securities to be registered pursuant to Section 12(g) of the Act:

 
 
None
 
(Title of Class)

 
 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT
 
Item 1:  Description of Registrant’s Securities to be Registered.
 
The description of the Registrant’s securities to be registered is incorporated by reference to the description contained under the caption “Description of Capital Structure” in the Registrant’s Registration Statement on Form N-2 (Nos. 333-168178 and 811-22441) as filed electronically with the Securities and Exchange Commission on July 16, 2010 (Accession No. 0000898432-10-000967) (“Registration Statement on Form N-2”), as the same may be amended.
 
Item 2:  Exhibits.
 
(a)
The following exhibits are being filed with the Commission:
 
 
1.
Registrant’s Registration Statement on Form N-2 is incorporated herein by reference.
 
 
3.
Agreement and Declaration of Trust of Registrant, which was filed electronically as exhibit (a) to the Registrant’s Registration Statement on Form N-2, is incorporated herein by reference.
 
 
4.
By-Laws of Registrant, which were filed electronically as exhibit (b) to the Registrant’s Registration Statement on Form N-2, are incorporated herein by reference.
 
 
SIGNATURE
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on behalf of the undersigned, thereto duly authorized, this 25th day of April, 2011.
 
John Hancock Hedged Equity & Income Fund
 
 
By:
/s/ Keith F. Hartstein
 
Name:  Keith F. Hartstein
 
Title:    President and Chief Executive Officer


 
 
 
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