John Hancock Marathon Asset-Based Lending Fund

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As filed with the Securities and Exchange

Commission on February 24, 2025

Securities Act File No. 333-282371

Investment Company Act File No. 811-23748

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form

N-2

(Check appropriate box or boxes)

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [

]

PRE-EFFECTIVE AMENDMENT NO.[ ]

POST-EFFECTIVE AMENDMENT NO. [1]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [

]

AMENDMENT NO. 6 [X]

John Hancock Marathon Asset-Based Lending Fund

Exact Name of Registrant as Specified in Declaration of Trust

200 Berkeley Street

Boston,

02116

Address of Principal Executive Offices (Number, Street, City, State, Zip Code)

617-663-3000

Registrant’s Telephone Number, including Area Code

Christopher Sechler, Esq.

200 Berkeley Street

Boston,

02116

Name and Address (Number, Street, City, State, Zip Code) of Agent for Service

Copies of Communications to:

Mark P. Goshko

George J. Zornada

K&L Gates LLP

1 Congress Street, Suite 2900

Boston, Massachusetts 02114

Approximate Date of Commencement of Proposed Public Offering:

As soon as practicable after the effective date of this Registration

Statement.

[ ]	Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.
[X]	Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.
[ ]	Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
[ ]	Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
[ ]	Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.
It is proposed that this filing will become effective (check appropriate box):

[ ]	when declared effective pursuant to Section 8(c) of the Securities Act

The following boxes should only be included and completed if the registrant is making this filing in accordance with Rule 486 under the Securities Act.
[ ]	immediately upon filing pursuant to paragraph (b)
[X]	on (February 28, 2025) pursuant to paragraph (b)

[ ]	60 days after filing pursuant to paragraph (a)
[ ]	on (date) pursuant to paragraph (a)

If appropriate, check the following box:

[ ]	This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].
[ ]	This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:______________
[ ]	This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:__________________
[ ]	This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:__________________

Check each box that appropriately characterizes the Registrant:

[X]	Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).
[ ]	Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).
[ ]	Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
[ ]	A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
[ ]	Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
[ ]	Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”)).
[ ]	If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
[ ]	New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

Click here for the Statement of Additional Information

https://www.jhinvestments.com/content/dam/jhi-investments/JHINV/public/Closed-EndFunds/Documents/SAIs/closed-end-asset-based-lending-sai-jhi.pdf

Prospectus

John Hancock

Marathon

Asset-Based Lending Fund

(formerly, John Hancock

Asset-Based Lending Fund)

John Hancock Marathon Asset-Based Lending Fund (formerly, John Hancock Asset-Based Lending Fund)	D	I	S
	ABLGX	ABLFX	ABLHX

John Hancock

Marathon

Asset-Based Lending Fund (

formerly, John Hancock Asset-Based Lending Fund,

the “fund”) is a Massachusetts business trust

that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a continuously offered, non-diversified, closed-end

management investment company. The fund’s investment objective is to provide high current income and to a lesser extent capital appreciation. The

fund pursues its investment objective by investing, under normal circumstances, 80% of its net assets (plus any borrowings for investment purposes)

in asset-based lending investments, which may include investments in distressed loans. There can be no assurance that the fund will achieve its

investment objective.

John Hancock Investment Management LLC serves as the fund’s investment adviser (the “Advisor”). Under the supervision of the Advisor and with

oversight by the Board of Trustees of the fund (the “Board”), Marathon Asset Management, L.P. (the “Subadvisor” or “Marathon”) has day-to-day

portfolio management responsibilities for the fund.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of

these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

	Per Class I Share	Per Class S Share	Per Class D Share	Total
Price to Public 1	At current NAV	At current NAV plus sales load	At current NAV plus sales load	At current NAV plus sales load
Maximum Sales Load 2 as a Percentage of Purchase Amount	None	3.50%	1.50%
Total Proceeds to the Fund 3	Current NAV	Current NAV	Current NAV	At current NAV

Class I Shares, Class S Shares and Class D Shares of beneficial interest (the “Shares”) are continuously offered at current net asset value (“NAV”), which will

fluctuate.

Manulife, Manulife

Investments

, Stylized M Design, and Manulife

Investments

& Stylized M Design are trademarks of The Manufacturers Life Insurance Company and

John

Hancock,

and the Stylized John Hancock Design are trademarks of John Hancock Life Insurance Company

(U.S.A.). Each are

used by

it and by

its affiliates under license.

Class S Share investments may be subject to a sales charge of up to 3.50% and Class D Shares may be subject to a sales charge of up to 1.50%. Such sales load will

not form part of an investor’s investment in the fund. The sales load may be waived in certain circumstances at the Advisor’s discretion. See “Distribution

Arrangements.”

Total Proceeds to the fund assume that all registered Shares will be sold in a continuous offering and the maximum sales load is incurred as applicable. The

proceeds may differ from that shown if other than the maximum sales load is paid on average, the then-current net asset value at which Shares are sold varies from

that shown and/or additional Shares are registered.

John Hancock Investment Management Distributors LLC (the “Distributor”) acts as the distributor of the Shares, on a best efforts basis, subject to

various conditions. Shares may be purchased by Eligible Investors (as defined herein) through

brokers, dealers or banks that have entered into selling

agreements with the Distributor, or through intermediaries that have an agreement with the Distributor related to the purchase of Shares. Neither the

Distributor nor any other adviser, broker or dealer is obligated to buy from the fund any of the Shares. The Distributor serves as the principal

underwriter for the fund. The Distributor is an affiliate of the Advisor.

In consideration for distribution and investor services in connection with Class S Shares and Class D Shares of the fund, the fund pays the Distributor

or a designee a monthly fee equal to 0.85% per annum of the aggregate value of the fund’s Class S Shares outstanding and equal to 0.25% per annum

of the aggregate value of the fund’s Class D Shares outstanding, determined as of the last calendar day of each month (prior to any repurchases of

Shares and prior to the Management Fee (as defined below) being calculated). The Advisor or its affiliates may pay from their own resources

compensation to broker-dealers and other intermediaries in connection with placement of Shares or servicing of investors. These arrangements may

result in receipt by such broker-dealers and other intermediaries and their personnel (who themselves may receive all or a substantial part of the

relevant payments) of compensation in excess of that which otherwise would have been paid in connection with their placement of shares of a different

investment fund. A prospective investor with questions regarding this arrangement may obtain additional detail by contacting his, her or its

intermediary directly. Prospective investors also should be aware that this payment could create incentives on the part of an intermediary to view the

fund more favorably relative to investment funds not making payments of this nature or making smaller such payments.

Shares are an illiquid investment. An investment in the fund should be considered a speculative investment that entails substantial risks, including but

not limited to:

●

The fund’s Shares are not listed on any securities exchange and it is not anticipated that a secondary market for the fund’s Shares will develop. Thus,

an investment in the fund may not be suitable for investors who may need the money they invest in a specified timeframe;

●

The amount of distributions that the fund may pay, if any, is uncertain;

●

The fund may pay distributions in significant part from sources that may not be available in the future;

●

All or a portion of an annual distribution may consist solely of a return of capital (i.e., from your original investment) and not a return of net

investment income;

●

Because you will be unable to sell your Shares or have them repurchased immediately, you will find it difficult to reduce your exposure on a timely

basis during a market downturn or otherwise;

●

Risks Related to the Use of Leverage, Commercial Real Estate and Residential Real Estate Investments, Transportation Investments, Healthcare

Loans and Royalty-Backed Credit Investments and Consumer-Related Assets and Asset-Backed Securities are described in the “Risk Factors”

section beginning on page

of this Prospectus; and,

●

An investor may pay a sales load up to 3.50% for Class S Shares and up to 1.50% for Class D Shares as described in this Prospectus. If an investor

pays the maximum 3.50% sales load for Class S Shares, the investor must experience a total return on his or her net investment of more than

3.50% in order to recover these expenses. If an investor pays the maximum 1.50% sales load for Class D Shares, the investor must experience a

total return on his or her net investment of more than 1.50% in order to recover these expenses.

This Prospectus sets forth concisely the information about the fund that a prospective investor should know before investing. You should read this

Prospectus, which contains important information, before deciding whether to invest in the fund. You should retain the Prospectus for future

reference. A Statement of Additional Information (SAI) dated

March

2025

, containing additional information about the fund, has been filed with the

SEC and is incorporated by reference in its entirety into this Prospectus. A copy of the SAI may be obtained without charge by calling 800-225-6020

(toll-free) or from the SEC’s website at sec.gov. Copies of the fund’s annual report and semi-annual report, when available, and other information about

the fund may be obtained upon request by writing to the fund, by calling 800-225-6020, or by visiting the fund’s website at

https://www.jhinvestments.com/resources/all-resources/other/john-hancock-asset-based-lending-fund/. You also may obtain a copy of any

information regarding the fund filed with the SEC from the SEC’s website (sec.gov).

The fund will also provide to each person, including any beneficial owner, to whom the Prospectus is delivered, a copy of any or all of the information

that has been incorporated by reference into the Prospectus but not delivered with the Prospectus. Such information will be provided upon written or

oral request at no cost to the requester by writing to the fund, by calling 800-225-6020, or by visiting the fund’s website at

https://www.jhinvestments.com/resources/all-resources/other/john-hancock-asset-based-lending-fund/. You also may obtain a copy of any

information regarding the fund filed with the SEC from the SEC’s website (sec.gov).

Copies of the fund’s shareholder reports are not sent by mail. Instead, the reports are made available on at https://www.jhinvestments.com/resources/all-resources/other/john-hancock-asset-based-lending-fund/

and you will be notified and provided with a link each time a report is posted

to the website. You may request to receive paper reports from the fund or from your financial intermediary, free of charge, at any time. You may also

request to receive documents through eDelivery. Your election to receive reports in paper will apply to all funds held with the Advisor or your financial

intermediary.

You should rely only on the information contained or incorporated by reference in this Prospectus. The fund has not, and the Distributor has not,

authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not

rely on it. Neither the fund nor the Distributor is making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You

should not assume that the information provided by this Prospectus is accurate as of any date other than the date on the front of this Prospectus. The

fund's business, financial condition and results of operations may have changed since the date of this Prospectus.

The fund’s Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution,

and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

March

2025

Table of contents

Prospectus Summary	1
Fees and Expenses	11
Financial Highlights	14
The Fund	17
Use of Proceeds	17
Investment Program	17
Risk Factors	26
Management of the Fund	51
Distributions	53
Federal Income Tax Matters	54
Dividend Reinvestment Plan	57
Purchase Terms	58
Determination of Net Asset Value	59
Repurchases and Transfers of Shares	60
Distribution Arrangements	61
Custodian and Transfer Agent	62
Reports to Shareholders	62
Independent Registered Public Accounting Firm	62
Additional Information	62
Authorized Shares	62
Legal Proceedings	63

Prospectus Summary

The following is only a summary of this Prospectus and does not contain all of the information that you should consider before investing in the fund. You

should review the more detailed information contained in this prospectus (“Prospectus”) and in the Statement of Additional Information (“SAI”),

especially the information set forth under the heading “Investment Objective and Principal Investment Strategies” and “Risk Factors.”

The Fund

John Hancock

Marathon

Asset-Based Lending Fund

(formerly

John Hancock Asset-Based Lending Fund),

a Massachusetts business trust

(the “fund”).

The Offering

The fund continuously offers and sells shares of beneficial interests (the “Shares”) designated as Class I Shares (“Class I Shares”),

Class S Shares (“Class S Shares”), and Class D Shares (“Class D Shares”). Investors who purchase Shares in the offering, and other persons who acquire

Shares and are admitted to the fund by its Board of Trustees (each, individually a “Trustee” and collectively, the “Board”), will become shareholders of

the fund (the “Shareholders”). The fund currently intends to accept purchases of Shares as of the last business day of each calendar month. All Shares

are sold at the most recently calculated net asset value per Share for the class of Shares purchased as of the date on which the purchase is accepted.

The minimum initial investment in the fund by any account is $1 million for Class I Shares with additional investment minimums of $100,000; and

$10,000 with additional investment minimums of $5,000 for Class S Shares and Class D Shares. The minimum investment amounts may be reduced or

waived by the fund at the fund’s sole discretion. See “Purchase Terms.” At the discretion of the Board and provided that it is in the best interests of the

fund and Shareholders to do so, the fund intends to provide a limited degree of liquidity to the Shareholders by conducting repurchase offers generally

quarterly. In each repurchase offer, the fund may offer to repurchase its Shares at their net asset value (“NAV”) on the relevant valuation date. See

“Repurchases and Transfers of Shares.”

The fund has received an exemption from the Securities and Exchange Commission from the requirements of the Investment Company Act of 1940, as

amended (the “1940 Act”) so that it may issue multiple classes of Shares.

Investment Objective and Principal Investment Strategies

Investment Objective

The fund’s investment objective is to seek to provide high current income and to a lesser extent capital appreciation.

Investment Strategies

Under normal circumstances, the fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in asset-based lending

investments (“Asset-Based Lending Investments”), which may include investments in distressed loans. Asset-Based Lending Investments are

investments in loans secured by an asset and include, among other investments:

●

Healthcare Loans & Royalty-Backed Credit: healthcare loans secured by revenue and intellectual property rights primarily on FDA-approved drugs

and devices and royalty streams secured primarily by FDA-approved drugs and devices;

●

Transportation Assets: transportation assets such as loans and leases backed by commercial aircraft, aircraft engines, shipping vessels or other

transportation and equipment;

●

Residential Real Estate Lending: the origination and acquisition of residential real estate loans and legacy mortgage loan pools, including

distressed or nonperforming loans, and newly originated non-agency mortgage loans;

●

Commercial Real Estate Lending: the origination and acquisition of commercial real estate loans secured by housing-related and traditional

commercial real estate property types;

●

Consumer-Related Assets: acquisition of consumer loans, including distressed or nonperforming loans; high-yield asset-backed securities (“ABS”)

backed by various forms of non-mortgage household debt largely focused on select market segments such as: automobile loans and leases, credit

cards and personal installment loans; and other types of consumer loans;

●

Corporate Asset-Based Credit: asset-based corporate credit secured by real estate, equipment, receivables, inventory and intellectual property

rights, among other assets;

●

Equipment: the leasing, lease financing, or lending against a wide range of equipment which is mission critical to an operator. Equipment may

include, for example, injection molding machines, industrial cranes, so-called “yellow metal” (i.e. earth moving equipment), titled and non-titled

vehicles, but would not include equipment that would be categorized as transportation assets, such as ships and aircraft; and

●

Liquid Securitized Credit: securities backed by residential real estate (“RMBS”), commercial real estate (“CMBS”), collateralized mortgage

obligations (“CMOs”) secured corporate loans (“CLOs”) and ABS.

Except for RMBS, CMBS, CMOs, CLOs and ABS, which may range from most senior (AAA-rated) to most subordinate (BB-rated, B-rated and equity),

most loans and investments are not rated. If a loan or investment is rated, it will usually be rated by S&P Global Ratings, Moody’s Investors Service,

Inc., Fitch Ratings, Kroll Bond Rating Agency or DBRS Morningstar, and may be rated below investment-grade. Disclosure regarding the ratings of

each of these rating agencies is included in the SAI.

The fund seeks to achieve its objective by investing in a broad portfolio of secured assets and thereby seeks to provide consistent levels of high current

income derived from contractual cash-flows and to a lesser extent capital appreciation.

The fund will primarily invest in financings sourced through proprietary means using relationships of the Subadvisor (as defined below) rather than

traditional channels such as public markets, and seeks to benefit from expected premiums arising in such financings from, among other things, the

bespoke nature of each financing. Investments will be made across a broad range of market sectors and asset types based on the Subadvisor’s ongoing

evaluation of investment opportunities. The Subadvisor will seek to capitalize on its transaction valuation assessment and capital structure expertise,

while attempting to protect against downside risks through protective loan covenants, conservative collateral valuation and active asset management.

The fund is not limited to the Asset-Based Lending Investments and may invest in other asset-based lending investments as well as other types of

investments consistent with its investment objective and policies.

The fund is authorized to use all of the various investment strategies referred to under “Risks Factors — Hedging, Derivatives and Other Strategic

Transactions Risk” including, but not limited to: futures contracts, interest rate swaps, options, reverse repurchase agreements, and swaps.

For temporary or defensive purposes, the fund may also invest its assets in cash, money market instruments, or other investment-grade short-term

securities, and it may also employ derivative strategies for hedging purposes.

The fund may create or organize or otherwise utilize special purpose subsidiaries or other special purpose investment vehicles (“SPVs”), which are

wholly-owned subsidiaries of the fund, to facilitate the fund’s investment strategy. Certain fund investments may be held by these SPVs.

Except as otherwise stated in this Prospectus or in the SAI, the investment policies and restrictions of the fund are not fundamental and may be

changed at the discretion of the Board. The fund’s fundamental investment policies are listed in the SAI.

These general descriptions summarize certain investment strategies that may be pursued by the fund. These descriptions are not intended to be

complete explanations of the strategies described or a list of all possible investment strategies or methods that may be used by the fund.

Portfolio Construction Process

The Subadvisor will determine a sector level asset allocation. The Subadvisor’s fundamental analysis takes into account a number of factors in its asset

allocation, including, but not limited to, portfolio level credit risk, geographical and industry diversification, interest rate risk, capital deployment

optimization, and macroeconomic conditions. The availability of origination and acquisition opportunities, in conjunction with the Subadvisor’s

fundamental views regarding each sector, will play a significant role in determining the fund’s sector level asset allocation. Sector allocation decisions

may change over time as factors used in making such allocation change, including the availability of investments in a particular sector. In considering

investments for the fund, the Subadvisor also considers various criteria including, without limitation, return profile, scalability, financing options, and

the associated risks and mitigants.

Except to the extent the fund must comply with 1940 Act and Internal Revenue Service’s (“IRS”) diversification requirements, the fund is not limited in

the amount of its assets that may be allocated to any particular sector but generally seeks under normal circumstances, the following allocations:

Sector Allocations	Percentage of the Fund’s Net Assets
Healthcare Loans and Royalty Backed Credit	0-25%
Transportation Assets	10-25%
Residential Real Estate Lending	10-25%
Commercial Real Estate Lending	10-25%
Consumer-Related Assets	0-25%
Corporate Asset-Based Credit	10-25%
Equipment	0-25%
Liquid Securitized Credit	At Least 10%

The fund is not constrained by this sector allocation which may change at any time.

Co-Investment

Under the 1940 Act, the fund is subject to certain regulatory restrictions in negotiating investments with entities, such as the Subadvisor and its

affiliates, unless it obtains an exemptive order from the SEC. The fund, the Subadvisor and certain of its affiliates received such an exemptive order from

the SEC on September 26, 2022, permitting co-investment with other funds managed by the Subadvisor or its affiliates in a manner consistent with the

fund’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Under the

order, the fund is permitted to co-invest with affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the fund’s Independent

Trustees (as defined below) make certain conclusions in connection with a co-investment transaction, including, for example, that (1) the terms of the

transactions, including the consideration to be paid, are reasonable and fair to the fund and its Shareholders and do not involve overreaching of the fund

or its Shareholders by any person concerned and (2) the transaction is consistent with the interests of Shareholders and is consistent with the fund’s

investment objective and strategies.

The Investment Advisor and Subadvisor

The fund’s investment advisor is John Hancock Investment Management LLC (the “Advisor” or “JHIM”) and its subadvisor is Marathon Asset

Management, L.P. (the “Subadvisor” or “Marathon”).

The Advisor is a registered investment adviser with the SEC under the Investment Advisers Act of 1940 (“Advisers Act”) and is an indirect principally

owned subsidiary of Manulife Financial Corporation. The Advisor is responsible for overseeing the management of the fund, including its day-to-day

business operations and monitoring the Subadvisor. As of

December

, 2024, the Advisor had total assets under management of approximately

165.2

billion.

The Subadvisor is a registered investment adviser with the SEC under the Advisers Act and is a Delaware limited partnership. The Subadvisor handles

the fund’s portfolio management activity, subject to oversight by the Advisor. As of

December

, 2024, the Subadvisor had total assets under

management of approximately $

22.14

million

Board of Trustees

The Board of Trustees has an oversight role with respect to the fund and will include a majority of members who will not be “interested persons” of the

fund or of the Advisor as defined in Section 2(a)(19) of the 1940 Act (“Independent Trustees”). The Board consists of four members, three of whom are

Independent Trustees.

Fees and Expenses

The fees and expenses of the fund are set forth below under “Fees and Expenses.” In consideration of the advisory services provided by the Advisor to

the fund, the Advisor is entitled to a fee consisting of two components — the Management Fee (as defined below) and the Incentive Fee (as defined

below). The fund’s fees and expenses also include the following other fees: transfer agent fee, custody fee, and distribution and service fee. Class I

Shares, Class S Shares and Class D Shares are subject to different fees and expenses.

Credit Facility

The fund may enter into one or more credit agreements or other similar agreements negotiated on market terms (each, a “Borrowing Transaction”) with

one or more banks or other financial institutions which may or may not be affiliated with the Advisor (each, a “Financial Institution”) and approved by the

Board. The fund may borrow under a credit facility for a number of reasons, including without limitation, in connection with its investment activities, to

make quarterly income distributions, to satisfy repurchase requests from Shareholders, and to otherwise provide the fund with temporary liquidity. To

facilitate such Borrowing Transactions, the fund may pledge its assets to the Financial Institution.

Expense Limitation Agreement

The Advisor contractually agrees to reduce its Management Fee for the fund or, if necessary, make payment to the fund, in an amount equal to the

amount by which the following expenses of the fund, incurred in the ordinary course of the fund’s business, exceed 0.60% percent of average monthly

net assets (on an annualized basis) of the fund: (a) administrative fees; (b) custody and accounting fees; (c) audit fees; (d) legal fees; (e) independent

trustee fees; (f) valuation fees; (g) blue sky fees; (h) insurance premiums; (i) printing costs; (j) registration and filing expenses; (k) organizational and

offering expenses; (l) transfer agent fees and service fees; (m) other miscellaneous ordinary expenses, but excluding (1) advisory and incentive fees

;

(2)

interest expense

;

(3) 12b-1 fees

;

(4) any cashiering or other investment servicing fees; (5) litigation and indemnification expenses and other

extraordinary expenses not incurred in the ordinary course of the business of the fund; (6) taxes; (7) short dividends

;

(8) Acquired Fund Fees and

Expenses (based on indirect net expenses associated with the fund’s investments in underlying investment companies); (9) class specific expenses;

(10) portfolio brokerage commissions; (11) expenses related to, or incurred by, special purpose vehicles or other subsidiaries of the fund held directly

or indirectly by the fund; (12) expenses, including legal expenses, related to investments of the fund; and (13) expenses, including legal expenses,

related to co-investment transactions involving the fund. This agreement expires on February 28,

2026

, unless renewed by mutual agreement of the

Advisor and the fund based upon a determination that this is appropriate under the circumstances at that time. The Advisor also contractually agrees to

waive a portion of its Management Fee and/or reimburse expenses for the fund and certain other John Hancock

Funds

according to an asset level

breakpoint schedule that is based on the aggregate net assets of all the funds participating in the waiver or reimbursement. This waiver is allocated

proportionally among the participating funds. This agreement expires on July 31,

2026

, unless renewed by mutual agreement of the fund and the

Advisor based upon a determination that this is appropriate under the circumstances at that time.

Investing in the Fund

Eligible Investors

Shares will be offered only to “Eligible Investors”. This means that to purchase Shares of the fund, a prospective Shareholder will be required to certify

that the Shares are being acquired by an investor who is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the

Securities Act of

1933

as amended (the “1933

Act

”)

Purchase of Shares

The fund offers three separate classes of Shares designated as Class I Shares, Class S Shares, and Class D Shares to certain Eligible Investors. Shares

may only be purchased through

brokers, dealers or banks that have entered into selling agreements with the Distributor, or through intermediaries that

have an agreement with the Distributor related to the purchase of Shares. The fund currently intends to accept purchases of Shares as of the last

business day of each calendar month. The Board may discontinue accepting purchases on a monthly basis at any time.

Closed-End Fund Structure: Limited Liquidity and Transfer Restrictions

The fund has been organized as a closed-end management investment company. Closed-end funds differ from open-end management investment

companies (commonly known as mutual funds) in that closed-end fund shareholders do not have the right to redeem their shares on a daily basis. In

order to meet daily redemption requests, mutual funds are subject to more stringent regulatory limitations than closed-end funds. In particular, a

mutual fund generally may not invest more than 15% of its assets in illiquid securities and closed-end funds are not subject to such a limitation.

The fund does not list the Shares on any securities exchange, and it is not expected that any secondary market will develop for the Shares. Shareholders

will not be able to tender for repurchase their Shares on a daily basis because the fund is a closed-end fund. Shares may not currently be exchanged for

shares of any other fund. However, in order to provide liquidity, the fund intends on a quarterly basis to conduct repurchase offers for a portion its

outstanding Shares.

An investment in the fund is suitable only for investors who can bear the risks associated with the limited liquidity of the Shares. Shares should be

viewed as a long-term investment.

Repurchases of Shares by the Fund

Because the fund is a closed-end fund, Shareholders do not have the right to require the fund to repurchase any or all of their Shares. At the sole

discretion of the Board and provided that it is in the best interests of the fund and Shareholders to do so, the fund intends to provide a limited degree of

liquidity to the Shareholders by conducting repurchase offers generally quarterly or take any other action permitted by the tender offer rules under the

Securities and Exchange Act of 1934, as amended (the “1934 Act”), and described in the written tender offer notice that will be provided to

Shareholders for each repurchase offer. In determining whether the fund should offer to repurchase Shares from Shareholders, the Board will consider

the recommendations of the Advisor as to the timing of such an offer, as well as a variety of operational, business and economic factors. The Advisor

currently expects that it will generally recommend to the Board that the fund offer to repurchase Shares from shareholders quarterly with tender offer

valuation dates occurring on the last business day of March, June, September and December (each, a “Valuation Date”); however, there can be no

assurance that any such tender offers will be conducted on a quarterly basis or at all. The fund is not required to conduct tender offers and may be less

likely to conduct tender offers during periods of exceptional market conditions.

The Advisor expects that, generally, it will recommend to the Board that each repurchase offer ordinarily be limited to the repurchase of no more than

5% of the Shares outstanding although any particular recommendation may be outside this range. If the value of Shares tendered for repurchase

exceeds the value the fund intended to repurchase, the fund may determine to repurchase less than the full number of Shares tendered. In such event,

Shareholders will have their Shares repurchased on a pro rata basis, and tendering Shareholders will not have all of their tendered Shares repurchased

by the fund. Shareholders tendering Shares for repurchase will be asked to give written notice of their intent to do so by the date specified in the notice

describing the terms of the applicable repurchase offer, which date will be approximately 50 days or less prior to the date of repurchase by the fund. See

“Repurchases and Transfers of Shares.”

The expiration date of the repurchase offer (the “Expiration Date”) will be a date set by the Board occurring no sooner than twenty (20) business days

after the commencement date of the repurchase offer and at least ten (10) business days from the date that notice of an increase or decrease in the

percentage of the Shares being sought or consideration offered is first published, sent or given to Shareholders. The Expiration Date may be extended

by the Board in its sole discretion. The fund generally will not accept any repurchase request received by it or its designated agent after the Expiration

Date.

The fund has the right to repurchase Shares from a Shareholder if the Board determines that the repurchase is in the best interests of the fund or upon

the occurrence of certain events specified in the fund’s Declaration of Trust.

Distributions

The fund intends to make regular quarterly cash distributions to Shareholders. The fund will distribute annually any net short-term capital gain and any

net capital gain (which is the excess of net long-term capital gain over net short-term capital loss).

Distributions to Shareholders cannot be assured, and the amount of each quarterly distribution may vary. See “Distributions” and “Federal Income Tax

Matters.”

Dividend Reinvestment Plan

Each Shareholder will automatically be a participant under the fund’s Dividend Reinvestment Plan (“DRP”) and have all income dividends and/or capital

gains distributions automatically reinvested in Shares. Election not to participate in the DRP and to receive all income dividends and/or capital gains

distributions, if any, in cash may be made by notice to the fund or, if applicable, to a Shareholder’s broker or other intermediary (who should be directed

to inform the fund).

Provision of Tax Information to Shareholders; Shareholder Reports

The fund will furnish to Shareholders as soon as practicable after the end of each taxable year information on Form 1099 as is required by law to assist

Shareholders in preparing their tax returns. The fund will prepare and transmit to Shareholders an unaudited semi-annual and an audited annual report.

Shareholders may also receive additional periodic reports regarding the fund’s operations.

Taxation

The fund expects to qualify, as a “regulated investment company” (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the

“Code”). For each taxable year that the fund so qualifies, the fund is not subject to federal income tax on that part of its taxable income that it distributes

to Shareholders. Taxable income consists generally of net investment income and any capital gains. The fund will distribute substantially all of its net

investment income and gains to Shareholders. These distributions generally will be taxable as ordinary income or capital gains to the Shareholders.

Shareholders not subject to tax on their income will not be required to pay tax on amounts distributed to them. The fund will inform Shareholders of the

amount and character of the distributions to Shareholders. See “Investing in the Fund - Dividend Reinvestment Plan.”

Summary of Risks

The fund’s principal risk factors are listed below by general risks and strategy risks. The fund’s main risks are listed below in

alphabetical order, not in order of importance. Before investing, be sure to read the additional descriptions of these risks beginning on page

of this

Prospectus, and under “Investments, Techniques, Risks and Limitations” in the fund’s SAI.

General Risks

ABS.

ABS include interests in pools of debt securities, commercial or consumer loans, or other receivables. The value of these securities depends on

many factors, including changes in interest rates, the availability of information concerning the pool and its structure, the credit quality of the

underlying assets, the market’s perception of the servicer of the pool, and any credit enhancement provided. In addition, ABS have prepayment risk.

Prepayment of debt or loans will result in an unforeseen loss of interest income to the fund as the fund may be required to reinvest assets at a lower

interest rate.

Changes in U.S. Law.

Changes in state and U.S. federal laws applicable to the fund, including changes to state and U.S. federal tax laws, or applicable

to the Advisor, the Subadvisor and securities or other instruments in which the fund may invest, may negatively affect the fund’s returns to Shareholders.

Credit and counterparty risk.

The issuer or guarantor of a fixed-income security, the counterparty to an over-the-counter derivatives contract, or a

borrower of fund securities may not make timely payments or otherwise honor its obligations. A downgrade or default affecting any of the fund’s

securities could affect the fund’s performance.

Distressed Loans Risk.

The fund may invest in structured products collateralized by below investment grade or distressed loans or securities.

Investments in such structured products are subject to the risks associated with below investment grade securities. Such securities are characterized

by high risk. It is likely that an economic recession could severely disrupt the market for such securities and may have an adverse impact on the value of

such securities.

Distribution Risk.

There can be no assurance that quarterly distributions paid by the fund to Shareholders will be maintained at current levels or

increase over time. The fund’s cash available for distribution may vary widely over the short- and long-term.

Economic and Market Events Risk.

Events in the U.S. and global financial markets, including actions taken by the U.S. Federal Reserve or foreign

central banks to stimulate or stabilize economic growth, may at times result in unusually high market volatility, which could negatively impact

performance.

Effect of the Advisor’s Incentive Fee.

The fund will allocate the Incentive Fee to the Advisor based on returns to the Shareholders. The Incentive Fee

is asymmetric — it grants the Advisor a priority allocation of gains without requiring the Advisor to accept a corresponding (or any) priority allocation of

losses. Accordingly, the Incentive Fee may create an incentive for the Advisor to make investments that are risky or more speculative than would be the

case in the absence of such arrangement. The way in which the Incentive Fee payable to the Advisor is determined may encourage it to use leverage to

increase the return on the fund’s investments. In addition, the fact that the Management Fee is payable based upon the fund’s “Managed Assets” (i.e., the

total assets of the fund (including any assets attributable to any preferred shares that may be issued or to indebtedness), minus the fund’s liabilities

incurred in the normal course of operations other than liabilities relating to indebtedness), which would include any borrowings for investment

purposes, may encourage the Advisor to use leverage to make additional investments. Under certain circumstances, the use of leverage may increase

the likelihood of default, which would disfavor Shareholders. Such a practice could result in the fund’s investing in more speculative securities than

would otherwise be in its best interests, which could result in higher investment losses, particularly during cyclical economic downturns.

Fixed-income Securities Risk.

A rise in interest rates typically causes bond prices to fall. The longer the average maturity or duration of the bonds

held by the fund, the more sensitive it will likely be to interest-rate fluctuations. An issuer may not make all interest payments or repay all or any of the

principal borrowed. Changes in a security’s credit quality may adversely affect fund performance.

Foreign securities risk.

Less information may be publicly available regarding foreign issuers, including foreign government issuers. Foreign

securities may be subject to foreign taxes and may be more volatile than U.S. securities. Currency fluctuations and political and economic

developments may adversely impact the value of foreign securities. The risks of investing in foreign securities are magnified in emerging markets.

Foreign countries, especially emerging market countries, also may have problems associated with settlement of sales. Such problems could cause the

fund to suffer a loss if a security to be sold declines in value while settlement of the sale is delayed. In addition, there may be difficulties and delays in

enforcing a judgment in a foreign court resulting in potential losses to the fund.

Hedging, Derivatives, and Other Strategic Transactions Risk.

Hedging, derivatives, and other strategic transactions may increase the fund’s

volatility and could produce disproportionate losses, potentially more than the fund’s principal investment. Risks of these transactions are different from

and possibly greater than risks of investing directly in securities and other traditional instruments. Under certain market conditions, derivatives could

become harder to value or sell and may become subject to liquidity risk (i.e., the inability to enter into closing transactions

)

. Derivatives and other

strategic transactions that the fund intends to utilize include: futures contracts, options, interest rate swaps, reverse repurchase agreements, and

swaps. Futures contracts, options, and swaps generally are subject to counterparty risk.

In addition, swaps may be subject to interest-rate and settlement risk, and the risk of default of the underlying reference obligation. Derivatives

associated with foreign currency transactions are subject to currency risk. An event of default or insolvency of the counterparty to a reverse repurchase

agreement could result in delays or restrictions with respect to the fund’s ability to dispose of the underlying securities. In addition, a reverse

repurchase agreement may be considered a form of leverage and may, therefore, increase fluctuations in the fund’s NAV.

Illiquidity of Shares.

The fund is a closed-end investment company designed primarily for long-term investors and is not intended to be a trading

vehicle. The fund does not currently intend to list Shares for trading on any national securities exchange. There is no secondary trading market for

Shares, and it is not expected that a secondary market will develop. Shares therefore are not readily marketable.

Inflation/Deflation Risk.

Inflation risk is the risk that the value of assets or income from investment will be worth less in the future, as inflation

decreases the value of money. As inflation increases, the real value of the Shares and distributions on those

can decline. In addition, during any

periods of rising inflation, interest rates on any borrowings by the fund may increase, which would tend to further reduce returns to the holders of

Shares. Deflation risk is the risk that prices throughout the economy decline over time, which may have an adverse effect on the market valuation of

companies, their assets and revenues. In addition, deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default

more likely, which may result in a decline in the value of

the fund’s portfolio.

Interest Rate Risk.

Interest rate risk is the risk that fixed-income securities such as debt securities and preferred securities will decline in value

because of changes in market interest rates. When market interest rates rise, the market value of such securities generally will fall. The fund’s

investments in debt securities and preferred securities means that the NAV and market price of the Shares will tend to decline if market interest rates

rise.

Investments Held in Non-US or US Subsidiaries.

To qualify as a RIC for any taxable year, the fund must, among other things, satisfy a gross income

test for such taxable year. Specifically, at least 90% of the fund’s gross income for such taxable year must consist of dividends; interest; payments with

respect to certain securities loans; gains from the sale or other disposition of stock, securities or foreign currencies; other income (including, but not

limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies; and

net income derived from interests in “qualified publicly traded partnerships” (such income, “Qualifying RIC Income”). Income from certain Asset-Based

Lending Investments will not be Qualifying RIC Income. In order to avoid receiving non-qualifying income from such investments, the fund may invest in

those Asset-Based Lending Investments indirectly through one or more subsidiaries organized outside of the United States (each a “Non-US

Subsidiary”). Income from certain Asset-Based Lending Investments will not be Qualifying RIC Income and, in some cases, income from those

Asset-Based Lending Investments also would result in “effectively connected income” (as described below) if received by a Non-US Subsidiary. For that

reason, certain Asset-Based Lending Investments may be held by the fund indirectly through one or more subsidiaries organized in the United States

(each, a “Domestic Subsidiary”). The fund complies with Section 8 and Section 18 of the 1940 Act, governing investment policies and capital structure

and leverage, respectively, on an aggregate basis with each Domestic and Non-US Subsidiary. The Advisor complies with the applicable provisions of

Section 15 of the 1940 Act with respect to the investment advisory contracts for the fund and each Domestic and Non-US Subsidiary. Each Domestic

and Non-US Subsidiary also complies with Section 17 of the 1940 Act relating to affiliated transactions and custody.

Lending Risk.

The fund may originate loans to, or purchase, assignments of or participations in loans made to, various issuers, including distressed

loans. Such investments may include senior secured, junior secured and mezzanine loans and other secured and unsecured debt that has been recently

originated or that trade on the secondary market. The value of the fund’s investments in loans may be detrimentally affected to the extent a borrower

defaults on its obligations, there is insufficient collateral and/or there are extensive legal and other costs incurred in collecting on a defaulted loan. In

the event of any litigation associated with the fund needing to collect on a defaulted loan, such litigation may consume substantial amounts of the

Advisor’s and the Subadvisor’s time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to

the amounts at stake in the litigation.

There will be no limits with respect to loan origination by the fund other than: (i) the diversification limits of the 1940 Act, as amended; and (ii) the

restrictions on investments involving the Subadvisor’s affiliates (e.g., securitizations where the Subadvisor is sponsor).

Leverage Risk.

Leverage creates risks for Shareholders, including the likelihood of greater volatility of NAV and market price of, and distributions

from, the Shares and the risk that fluctuations in the costs of borrowings may affect the return to Shareholders.

Management Risk.

The fund is subject to management risk because it relies on the Subadvisor’s ability to pursue the fund’s investment objective

subject to the oversight of the Advisor and the Board

Natural Disasters and Adverse Weather Conditions.

Certain areas of the world historically have been prone to major natural disasters, such as

hurricanes, earthquakes, typhoons, flooding, tidal waves, tsunamis, erupting volcanoes, wildfires or droughts, and have been economically sensitive to

environmental events.

Non-diversified Fund Risk.

Adverse events affecting a particular issuer or group of issuers may magnify losses for non-diversified funds, which may

invest a large portion of assets in any one issuer or a small number of issuers.

Operational and Cybersecurity Risk.

Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or

proprietary information, or cause the fund or its service providers to suffer data corruption or lose operational functionality.

Potential Consequences of Regular Repurchase Offers.

The fund’s repurchase offer policy may have the effect of decreasing the size of the fund

over time absent significant new investments in the fund. It may also force the fund to sell assets it would not otherwise sell and/or to maintain an

increased amount of cash or liquid investments at times. It may also reduce the investment opportunities available to the fund and cause its expense

ratio to increase.

Tax Risk.

To qualify for the special tax treatment available to regulated investment companies, the fund must: (i) derive at least 90% of its annual gross

income from certain kinds of investment income; (ii) meet certain asset diversification requirements at the end of each quarter; and (iii) distribute in

each taxable year at least the sum of 90% of its net investment income (including net interest income and net short-term capital gain and 90% of its net

exempt interest income). If the fund fails to meet any of these requirements, subject to the opportunity to cure such failures under applicable provisions

of the Code, the fund will be subject to U.S. federal income tax at regular corporate rates on its taxable income, including its net capital gain, even if

such income

distributed to Shareholders of the fund.

Tax Risk - Additional Tax Considerations; Distributions to Shareholders and Payment of Tax Liability.

The fund will distribute substantially all

of its net investment income and gains, if any, to Shareholders. These distributions generally will be taxable as ordinary income or capital gains to the

Shareholders. Shareholders not subject to tax on their income will not be required to pay tax on amounts distributed to them.

Valuation Risk.

The Board has designated the Advisor as the valuation designee to perform fair value functions for the fund in accordance with the

Advisor’s valuation policies and procedures. In accordance with these policies and procedures, the Advisor values the fund’s investments at fair value as

determined in good faith when market quotations are not readily available or are deemed to be unreliable. Fair value pricing may require subjective

determinations about the value of a security or other asset. As a result, there can be no assurance that fair value pricing will reflect actual market value,

and it is possible that the fair value determined for a security or other asset will be materially different from quoted or published prices, from the prices

used by others for the same security or other asset and/or from the value that actually could be or is realized upon the sale of that security or other

asset. The Advisor, as valuation designee, is subject to Board oversight and reports to the Board information regarding the fair valuation process and

related material matters.

Risks Related to Equipment Investments.

The fund may invest in equipment lease certificates. These are debt obligations secured by leases on equipment (such as office equipment), with the

issuer of the certificate being the owner and lessor of the equipment. Equipment trust certificates are debt obligations secured by an interest in

property, the title of which is held by a trustee while the property is being used by the borrower. In addition, investments in the equipment sector may be

subject to the risk that technological innovations may render existing products and equipment obsolete.

Risks Related to Healthcare Loans and Royalty-Backed Credit Investments

Investments related to healthcare loans and royalty-backed credit have the following principal risks:

●

Product-Related Risk;

●

Medical Withdrawal Risk;

●

Products Sales Risk;

●

Medical Product Competition;

●

Generic Medical Product Substitutes;

●

Potential Medical Product Liability Claims;

●

Patent and other intellectual property rights may be challenged and/or otherwise compromised;

●

Challenges from the Licensees;

●

Medical intellectual property may be infringed or circumvented by others;

●

Medical trade secrets;

●

Foreign jurisdiction treatment of medical product revenue sources;

●

The fund depends on third parties to maintain, enforce and defend patent rights and other intellectual property rights on which the fund’s right to

receive payments may depend;

●

Changes in intellectual property law;

●

Infringement of third party patents and Other intellectual property rights;

●

Finite terms and other contractual matters;

●

Product development risks;

●

Manufacturing and supply risk;

●

Medical enforcement risk; and

●

Uncertainty related to healthcare reimbursement and reform measures.

Risks Related to Transportation Investments

Investments related to commercial aviation have the following principal risks:

●

Dependence on the continual leasing and remarketing of aircrafts and aircraft engines;

●

Potential significant costs resulting from aviation lease defaults;

●

The potential for abnormally high maintenance or obsolescence issues with aircrafts and aircraft engines;

●

The value of the aircraft or aircraft engine the fund will acquire and the market rates for leases could decline;

●

Liability risk as lessor of aircrafts and aircraft engines;

●

Risks of aircraft and aircraft engine lease receivables, enhanced equipment trust certificates, aircraft and aircraft engine mortgages and other

aviation-related asset-backed securities that seek to monetize leases or mortgages;

●

Changes in airline regulations that may adversely affect the fund;

●

Failure to obtain certain required licenses and approvals;

●

Changes in the Aviation Security Act that may adversely affect the fund;

●

Changes in airworthiness directives and operating restrictions that may adversely affect the fund; and

●

Environmental regulations may negatively affect the airline industry.

Investments related to maritime shipping have the following principal risks:

●

Cyclical nature of the maritime sector;

●

marine disaster;

●

piracy;

●

environmental accidents;

●

grounding, fire, explosions and collisions;

●

cargo and property losses or damage;

●

business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse

weather conditions; and

●

work stoppages or other labor problems with crew members serving on vessels including crew strikes and/or boycotts.

Investments in Real Estate Investments and Real Estate Debt Generally

Investments in real estate have the following principal risks:

●

Economic and market fluctuations;

●

Changes in environmental, zoning and other laws;

●

Casualty or condemnation losses;

●

Regulatory limitations on rents;

●

Decreases in property values;

●

Changes in the appeal of properties to tenants;

●

Tenant defaults;

●

Changes in supply and demand;

●

Energy supply shortages;

●

Various uninsured or uninsurable risks;

●

Natural disasters;

●

Changes in government regulations (such as rent control);

●

Changes in the availability of debt financing and/or mortgage funds which may render the sale or refinancing of properties difficult or impracticable;

●

Increased mortgage defaults;

●

Increases in borrowing rates; and

●

Negative developments in the economy that depress travel activity, demand and real estate values generally.

Risks Related to Residential Real Estate

Investments related to Residential Real Estate have the following principal risks:

●

Mortgages made to borrowers with lower credit scores. may be more sensitive to economic factors;

●

A decline or an extended flattening of home prices and appraisal values may result in increases in delinquencies and losses;

●

The increase in monthly payments on adjustable-rate mortgage loans may result in higher delinquency rates;

●

Certain residential mortgage loans may be structured with negative amortization features;

●

Economic and market fluctuations;

●

Changes in environmental, zoning and other laws;

●

Casualty or condemnation losses;

●

Regulatory limitations on rents;

●

Decreases in property values;

●

Changes in supply and demand;

●

Natural disasters;

●

Changes in government regulations (such as rent control);

●

Changes in the availability of debt financing and/or mortgage funds which may render the sale or refinancing of properties difficult or impracticable;

and

●

Increases in borrowing rates.

Risks Related to Consumer Based Loans

Investments in Consumer Based Loans have the following principal risks:

●

Consumer Finance Industry Regulatory Environment

The fund may be subject to a wide variety of laws and regulations in the jurisdictions where it operates in respect of its consumer finance activities,

including supervision and licensing by numerous governmental entities. These laws and regulations may create significant constraints on the fund’s

consumer finance investments and result in significant costs related to compliance.

●

Noncompliance with Consumer Financial Protection Laws

If certain consumer loan contracts do not comply with U.S. federal and state consumer financial protection laws, the servicer may be prevented from or

delayed in collecting the loan contract.

Risks Associated with Corporate Asset-Based Credit

The fund may invest in asset-based corporate credit secured by real estate, equipment, receivables, inventory and intellectual property rights. A

fundamental risk associated with the fund’s investments in corporate asset-based credit is that the companies in whose debt the fund invests will be

unable to make regular payments (e.g., principal and interest payments) when due, or at all, or otherwise fail to perform. A number of factors may

impact the failure of such companies to make payments on their loans, such as, among other factors, (i) an adverse development in their business, (ii)

an economic downturn, (iii) poor performance by their management teams, (iv) legal, tax or regulatory changes, (v) a change in the competitive

environment, or (vi) a force majeure event. The companies may be operating at a loss or have significant variations in operating results, or may

otherwise be experiencing financial distress even when the Subadvisor expects them to remain stable. Additionally, the companies may require

substantial additional capital to support their operations or to maintain their competitive position and as a result of that may become highly leveraged.

Risks Related to Liquid Securitized Credit

Investments related to Liquid Securitized Credit have the following principal risks:

●

Credit risk;

●

Market risk;

●

Interest rate risk;

●

Structural and legal risks;

●

Investments in CLOs and other structured vehicles will be frequently subordinate in right of payment to other securities; and

●

Regulatory risk related to consumer finance activities, including supervision and licensing by numerous governmental entities.

Given the risks described above, an investment in Shares may not be appropriate for all investors. You should carefully consider your

ability to assume these risks before making an investment in the fund.

Fees and Expenses

The purpose of the table below is to help you understand all fees and expenses that you, as a Shareholder, would bear directly or indirectly. In

accordance with SEC requirements, the table below shows the fund’s expenses as a percentage of its average net assets as of October 31,

2024

, and

not as a percentage of total assets. By showing expenses as a percentage of average net assets, expenses are not expressed as a percentage of all of

the assets in which the fund invests.

Shareholder Transaction Expenses	Class I	Class S	Class D
Sales Load paid by you (as a percentage of offering price) (1)	None	Up to 3.50%	Up to 1.50%
Early Repurchase Fee (2)	2.00%	2.00%	2.00%

Annual Expenses (as a percentage of net assets attributable to Shares)
Management Fee (3)	1.53	1.53	1.53
Incentive Fee (4)	0.71	0.71	0.71
Distribution and Service Fee (5)	0.00	0.85	0.25
Interest Expense on borrowed funds	0.68	0.68	0.68
Other Expenses	2.23	2.23	2.23
Total Annual Fund Operating Expenses	5.15	6.00	5.40
Fee Waiver and/or Expense Reimbursements (6)	(1.03)	(1.03)	(1.03)
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursements	4.12	4.97	4.37

The sales load will neither constitute an investment made by the investor in the fund nor form part of the assets of the fund, and the impact on a particular investor’s

investment returns would not be reflected in the returns of the fund. The sales load may be waived in certain circumstances as described in this Prospectus or as

otherwise approved by the Advisor.

If the interval between the date of purchase of Shares and the date in which Shares are repurchased is less than one year, then such repurchase will be subject to a

2.00% early withdrawal fee payable to the fund. In determining whether the repurchase of Shares is subject to an early withdrawal fee, the fund will repurchase those

Shares held longest first.

The Advisor shall be paid at the end of each calendar month a fee at the annual rate of 1.350% of the average monthly value of the Managed Assets of the fund (the

“Management Fee”). The term “Managed Assets” means the total assets of the fund (including any assets attributable to any preferred shares that may be issued or to

indebtedness), minus the fund’s liabilities incurred in the normal course of operations other than liabilities relating to indebtedness.

The Advisor is also paid an Incentive Fee if certain income-based targets are met. The Incentive Fee is described below under “Management of the Fund - Advisory

Agreement”. The fund anticipates that it may have net investment income that could result in the payment of an Incentive Fee to the Advisor during certain periods.

However, the Incentive Fee is based on the fund meeting certain net investment income targets and will not be paid unless the fund achieves those targets. The fund

expects the Incentive Fee the fund pays to increase to the extent the fund earns greater net investment income through its investments. The amount presented in this

table reflects the Incentive Fee incurred as a percent of average net assets for the fiscal period ended October 31,

2024

. See “Management of the Fund - Advisory

Agreement” for a full explanation of how the Incentive Fee is calculated. It is anticipated that an Incentive Fee may be earned during the current fiscal year.

In connection with Class S Shares of the fund, the fund pays a Distribution and Service Fee equal to 0.85% per annum of the aggregate value of the fund's Class S

Shares outstanding and in connection with Class D Shares of the fund, the fund pays a Distribution and Service Fee equal to 0.25% per annum of the aggregate value

of the fund's Class D shares, determined as of the last calendar day of each month (prior to any repurchases of Shares and prior to the Management Fee being

calculated). The Distribution and Service Fee is payable monthly. The Distributor may pay all or a portion of the Distribution and Service Fee to the broker-dealers that

sell Shares of the fund or provide investor services and/or administrative assistance to Shareholders. See “Distribution and Service Fee” below.

The Advisor contractually agrees to reduce its Management Fee for the fund or, if necessary, make payment to the fund, in an amount equal to the amount by which the

following expenses of the fund, incurred in the ordinary course of the fund’s business, exceed 0.60% percent of average monthly net assets (on an annualized basis) of

the fund: (a) administrative fees; (b) custody and accounting fees; (c) audit fees; (d) legal fees; (e) independent trustee fees; (f) valuation fees; (g) blue sky fees; (h)

insurance premiums; (i) printing costs; (j) registration and filing expenses; (k) organizational and offering expenses; (l) transfer agent fees and service fees; (m) other

miscellaneous ordinary expenses, but excluding (1) advisory and incentive fees

;

(2) interest expense

;

(3) 12b-1 fees

;

(4) any cashiering or other investment servicing

fees; (5) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the business of the fund; (6) taxes; (7) short

dividends

;

(8) Acquired Fund Fees and Expenses (based on indirect net expenses associated with the fund’s investments in underlying investment companies); (9)

class specific expenses; (10) portfolio brokerage commissions; (11) expenses related to, or incurred by, special purpose vehicles or other subsidiaries of the fund held

directly or indirectly by the fund; (12) expenses, including legal expenses, related to investments of the fund; and (13) expenses, including legal expenses, related to

co-investment transactions involving the fund. This agreement expires on February 28,

2026

, unless renewed by mutual agreement of the Advisor and the fund based

upon a determination that this is appropriate under the circumstances at that time. The Advisor also contractually agrees to waive a portion of its Management Fee

and/or reimburse expenses for the fund and certain other John Hancock

funds according to an asset level breakpoint schedule that is based on the aggregate net

assets of all the funds participating in the waiver or reimbursement. This waiver is allocated proportionally among the participating funds. This agreement expires on

July 31,

2026

, unless renewed by mutual agreement of the fund and the Advisor based upon a determination that this is appropriate under the circumstances at that

time.

For a more complete description of the various fees and expenses of the fund, see “Management of the Fund.”

Example

The following example illustrates the expenses that you would pay on a $1,000 investment in Shares, for the time periods indicated and then redeem or

hold all of your Shares at the end of those periods. This example assumes a 5% average annual return and that fund expenses will not change over the

periods. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:*

Cumulative Expenses Paid for the Period of:

Expenses ($)	Class I		Class S		Class D
	Sold	Not Sold	Sold	Not sold	Sold	Not Sold
Year 1	61	41	102	83	78	58
Year 3	145	145	198	198	165	165
Year 5	249	249	310	310	271	271
Year 10	506	506	581	581	531	531

The example should not be considered a representation of future expenses. Actual expenses may be higher or lower.

The example assumes that the total annual fund operating expenses (excluding any sales loads on reinvested dividends, fee waivers and/or expense reimbursements)

set forth in the Annual Expenses table above are as shown and remain the same for each year, and that all dividends and distributions are reinvested at net asset value.

The expenses used to calculate the fund’s examples do not include fee waivers or expense reimbursements. Actual expenses may be greater or less than those

assumed. Moreover, the fund’s actual rate of return may be greater or less than the hypothetical 5% return shown in the example.

If your Shares are repurchased by the fund in the first year that you hold them, they will be subject to the 2% Early Repurchase Fee. The 1-year expense

figure for such Shares under the assumptions of this example would be $

for Class I Shares, $

102

for Class S Shares and $

for Class D Shares.

The fund bears all costs of its organization and operation, including but not limited to expenses of preparing, printing and mailing all shareholders’

reports, notices, prospectuses, proxy statements and reports to regulatory agencies; expenses relating to the issuance, registration and qualification

of shares; government fees; interest charges; expenses of furnishing to Shareholders their account statements; taxes; expenses of redeeming shares;

brokerage and other expenses connected with the execution of portfolio securities transactions; expenses pursuant to the fund’s plan of distribution;

fees and expenses of custodians including those for keeping books and accounts maintaining a committed line of credit and calculating the NAV of

shares; fees and expenses of transfer agents and dividend disbursing agents; legal, accounting, financial, management, tax and auditing fees and

expenses of the fund (including an allocable portion of the cost of the Advisor’s employees rendering such services to the fund); the compensation and

expenses of officers and Trustees (other than persons serving as President or Trustee who are otherwise affiliated with the funds the Advisor or any of

their affiliates); expenses of Trustees’ and shareholders’ meetings; trade association memberships; insurance premiums; and any extraordinary

expenses.

The Advisor shall be entitled to receive from the fund as compensation for its services both a Management Fee and an Incentive Fee.

The Advisor shall be paid at the end of each calendar month a fee at the annual rate of 1.350% of the average monthly value of the Managed Assets of

the fund (the “Management Fee”). The term “Managed Assets” means the total assets of the fund (including any assets attributable to any preferred

shares that may be issued or to indebtedness), minus the fund’s liabilities incurred in the normal course of operations other than liabilities relating to

indebtedness.

The fund also pays the Advisor an Incentive Fee (the “Incentive Fee”) as follows:

The Incentive Fee is earned on Pre-Incentive Fee Net Investment Income, as defined below, attributable to each Share Class, and shall be calculated and

accrued on a monthly basis while being determined and payable in arrears as of the end of each fiscal quarter

Thus, the calculation of the Incentive Fee for each fiscal quarter is as follows:

●

No Incentive Fee shall be payable in any fiscal quarter in which the Pre-Incentive Fee Net Investment Income attributable to the Class does not exceed

a quarterly return of 1.25% per quarter based on the Class’s average beginning monthly net assets for the applicable quarterly payment period

(calculated in accordance with US GAAP and gross of any accrued (but unpaid) performance fee if applicable during the payment period) (the

“Quarterly Return”), or 5.00% annualized;

●

All Pre-Incentive Fee Net Investment Income attributable to the Class (if any) that exceeds the Quarterly Return, but is less than or equal to 1.4286%

of the average beginning monthly net assets of that Class (calculated in accordance with US GAAP and gross of any accrued (but unpaid)

performance fee if applicable during the payment period) for the fiscal quarter (5.714% annualized), shall be payable to the Advisor; and

●

For any fiscal quarter in which Pre-Incentive Fee Net Investment Income attributable to the Class exceeds 1.4286% of the Class’s average beginning

monthly net assets (calculated in accordance with US GAAP and gross of any accrued (but unpaid) performance fee if applicable during the payment

period), the Incentive Fee with respect to that Class shall equal 12.5% of Pre-Incentive Fee Net Investment Income attributable to the Class.

“Pre-Incentive Fee Net Investment Income,” with respect to each Class, is defined as the Class’s share of net investment income (allocated based on the

net asset value of the Class relative to the fund as a whole), which will include investment income earned by the fund (i.e., interest income, dividend

income, etc.) reduced by (1) fund-related investment expenses (i.e., interest and dividend expense, expenses related to the execution of the investment

strategy) and (2) after subtracting any reimbursement made by the Advisor to the fund pursuant to any expense waiver or cap arrangement agreed to

between the Advisor and the fund, any other fund expenses, determined in accordance with US GAAP prior to the application of the Incentive Fee,

except that such “other fund expenses” shall not include, without limitation, any payments under a Rule 12b-1 plan.

The following graphic highlights the operation of the Incentive Fee:

Quarterly Incentive Fee

Each Class’s Pre-Incentive Fee Net Investment Income

(expressed as a percentage of such Class’s average beginning monthly net asset value)

The Incentive Fee is accrued monthly and taken into account for the purpose of determining the fund’s net asset value. Accordingly, the repurchase price

received by a Shareholder whose Shares are repurchased in a tender offer will be based on a valuation that will reflect an Incentive Fee accrual, if any.

The Incentive Fee presents certain risks that are not present in funds without an Incentive Fee. A discussion of these risks is set forth under “Risk Factors

– Effect of the Advisor’s Incentive Fee”.

Pursuant to the Service Agreement, the Advisor is responsible for providing, at the expense of the fund, certain financial, accounting and administrative

services such as legal services, tax, accounting, valuation, financial reporting and performance, compliance and service oversight. Pursuant to the

Service Agreement, the Advisor shall determine, subject to Board approval, the expenses to be reimbursed by the fund, including an overhead

allocation. The payments under the Service Agreement are not intended to provide a profit to the Advisor. Instead, the Advisor provides the services

under the Service Agreement because it also provides advisory services under the Investment Advisory Agreement. The reimbursement shall be paid

monthly in arrears by the fund.

Financial Highlights

This table details the financial performance of the fund, including total return information showing how much an investment in the fund has increased or

decreased each period (assuming reinvestment of all dividends and distributions).

The financial statements of the fund: (i) for the period ended October 31,

2024

, as well as Ernst & Young LLP's related opinion

as included in the fund’s

most recent annual report to shareholders; and (ii) for the period ended April 30, 2024, as included in the fund's most recent semi-annual report to

shareholders, have been incorporated by reference into the SAI. Copies of the fund’s most recent annual report and semi-annual report are available

upon request.

CLASS I SHARES

Period ended	10-31-24	10-31-23	10-31-22 1
Per share operating performance
Net asset value, beginning of period	$20.01	$19.84	$20.00
Net investment income 2	1.30	1.15	0.09
Net realized and unrealized gain (loss) on investments	0.32	0.09	(0.25 )
Total from investment operations	1.62	1.24	(0.16 )
Less distributions
From net investment income	(1.35 )	(1.07 )	—
From net realized gain	— 3	—	—
Total distributions	(1.35 )	(1.07 )	—
Net asset value, end of period 4	$20.28	$20.01	$19.84
Total return (%) 5	8.58	6.40	(0.80 ) 6
Ratios and supplemental data
Net assets, end of period (in millions)	$176	$113	$99
Ratios (as a percentage of average net assets):
Expenses before reductions	5.15 7	4.11	3.90 8
Expenses including reductions	4.12 7,9	2.50	1.94 8
Net investment income	6.44	5.75	1.48 10
Portfolio turnover (%)	68	80	17
Total debt outstanding end of period (in millions)	$38	—	—
Asset coverage per $1,000 of debt 11	$5,670	—	—

Period from 7-11-22 (commencement of operations) to 10-31-22.

Based on average monthly shares outstanding.

Less than $0.005 per share.

The fund is a continuously offered closed-end fund, the shares of which are offered at net asset value. No secondary market for the fund’s shares exists.

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

Not annualized.

Includes incentive fees expense of

0.71

for the period ended

-24.

Annualized. Certain expenses are presented unannualized.

Expenses including reductions excluding interest expense were

3.43

for the period ended

-24.

Annualized.

Asset coverage equals the total net assets plus borrowings divided by the borrowings of the fund outstanding at period end. As debt outstanding changes, the level of

invested assets may change accordingly. Asset coverage ratio provides a measure of leverage.

CLASS D SHARES

Period ended	10-31-24	10-31-23	10-31-22 1
Per share operating performance
Net asset value, beginning of period	$20.02	$19.82	$20.00
Net investment income 2	1.21	1.11	0.08
Net realized and unrealized gain (loss) on investments	0.35	0.10	(0.26 )
Total from investment operations	1.56	1.21	(0.18 )
Less distributions
From net investment income	(1.30 )	(1.01 )	—
From net realized gain	— 3	—	—
Total distributions	(1.30 )	(1.01 )	—
Net asset value, end of period 4	$20.28	$20.02	$19.82
Total return (%) 5,6	8.24	6.24	(0.90 ) 7
Ratios and supplemental data
Net assets, end of period (in millions)	$ — 8	$ — 8	$ — 8
Ratios (as a percentage of average net assets):
Expenses before reductions	5.40 9	4.36	4.15 10
Expenses including reductions	4.37 9,11	2.75	2.19 10
Net investment income	5.86	5.56	1.24 12
Portfolio turnover (%)	68	80	17
Total debt outstanding end of period (in millions)	$38	—	—
Asset coverage per $1,000 of debt 13	$5,670	—	—

Period from 7-11-22 (commencement of operations) to 10-31-22.

Based on average monthly shares outstanding.

Less than $0.005 per share.

The fund is a continuously offered closed-end fund, the shares of which are offered at net asset value. No secondary market for the fund’s shares exists.

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

Does not reflect the effect of sales charges, if any.

Not annualized.

Less than $500,000.

Includes incentive fees expense of

0.71

for the period ended

-24.

Annualized. Certain expenses are presented unannualized.

Expenses including reductions excluding interest expense were

3.68

for the period ended

-24.

Annualized.

Asset coverage equals the total net assets plus borrowings divided by the borrowings of the fund outstanding at period end. As debt outstanding changes, the level of

invested assets may change accordingly. Asset coverage ratio provides a measure of leverage.

CLASS S SHARES

Period ended	10-31-24	10-31-23	10-31-22 1
Per share operating performance
Net asset value, beginning of period	$20.01	$19.79	$20.00
Net investment income 2	1.22	0.99	0.04
Net realized and unrealized gain (loss) on investments	0.33	0.10	(0.25 )
Total from investment operations	1.55	1.09	(0.21 )
Less distributions
From net investment income	(1.18 )	(0.87 )	—
From net realized gain	— 3	—	—
Total distributions	(1.18 )	(0.87 )	—
Net asset value, end of period 4	$20.38	$20.01	$19.79
Total return (%) 5,6	8.22	5.57	(1.05 ) 7
Ratios and supplemental data
Net assets, end of period (in millions)	$ — 8	$ — 8	$ — 8
Ratios (as a percentage of average net assets):
Expenses before reductions	6.00 9	4.96	4.75 10
Expenses including reductions	4.97 9,11	3.35	2.79 10
Net investment income	6.02	4.97	0.64 12
Portfolio turnover (%)	68	80	17
Total debt outstanding end of period (in millions)	$38	—	—
Asset coverage per $1,000 of debt 13	$5,670	—	—

Period from 7-11-22 (commencement of operations) to 10-31-22.

Based on average monthly shares outstanding.

Less than $0.005 per share.

The fund is a continuously offered closed-end fund, the shares of which are offered at net asset value. No secondary market for the fund’s shares exists.

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

Does not reflect the effect of sales charges, if any.

Not annualized.

Less than $500,000.

Includes incentive fees expense of

0.71

for the period ended

-24.

Annualized. Certain expenses are presented unannualized.

Expenses including reductions excluding interest expense were

4.28

for the period ended

-24.

Annualized.

Asset coverage equals the total net assets plus borrowings divided by the borrowings of the fund outstanding at period end. As debt outstanding changes, the level of

invested assets may change accordingly. Asset coverage ratio provides a measure of leverage.

The Fund

The fund commenced operations on July 11, 2022 and is a continuously offered non-diversified, closed-end management investment company

registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The fund was organized on September 27, 2021, as a

Massachusetts business trust pursuant to an Agreement and Declaration of Trust (the “Declaration of Trust”).

The fund’s principal office is located at the Advisor’s offices at 200 Berkeley Street, Boston, Massachusetts, 02116. The Advisor’s telephone number is

617-663-2430. Investment advisory services are provided to the fund by the Advisor, John Hancock Investment Management LLC, a limited liability

company organized under Massachusetts law, pursuant to an investment advisory agreement approved by the fund’s Board of Trustees (the “Advisory

Agreement”). Under the supervision of the Advisor and oversight by the Board of Trustees of the fund (the “Board”), Marathon handles the fund’s

portfolio management activities. The fund’s business and affairs are overseen by the Board.

Use of Proceeds

The net proceeds to the fund will be invested in accordance with the fund’s investment objective and policies (as stated below) as soon as practicable.

The fund currently anticipates being able to do so, under normal circumstances within three months after receipt. Pending investment of the net

proceeds in accordance with the fund’s investment objective and policies, the fund will invest in high-quality, short-term debt securities, cash and/or

cash equivalents. Investors should expect, therefore, that before the fund has fully invested the proceeds of the offering in accordance with its

investment objective and policies, the fund would earn interest income at a modest rate. If the fund’s investments are delayed, the first planned

distribution could consist principally of a return of capital.

Investment Program

Investment Objective and Principal Investment Strategies

Investment Objective

The fund’s investment objective is to seek to provide high current income and to a lesser extent capital appreciation. The Board may change the

investment objective of the fund without Shareholder approval.

Investment Strategies

Under normal circumstances, the fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in asset-based lending

investments (“Asset-Based Lending Investments”), which may include investments in distressed loans. Asset-Based Lending Investments are

investments in loans secured by an asset and include, among other investments:

●

Healthcare Loans & Royalty-Backed Credit:

healthcare loans secured by revenue and intellectual property rights primarily on FDA-approved

drugs and devices and royalty streams secured primarily by FDA-approved drugs and devices;

●

Transportation Assets:

transportation assets such as loans and leases backed by commercial aircraft, aircraft engines, shipping vessels or other

transportation and equipment;

●

Residential Real Estate Lending:

the origination and acquisition of residential real estate loans and legacy mortgage loan pools, including

distressed or nonperforming loans, and newly originated non-agency mortgage loans;

●

Commercial Real Estate Lending:

the origination and acquisition of commercial real estate loans secured by housing-related and traditional

commercial real estate property types;

●

Consumer-Related Assets:

acquisition of consumer loans, including distressed or nonperforming loans; high-yield asset-backed securities

(“ABS”) backed by various forms of non-mortgage household debt largely focused on select market segments such as: automobile loans and

leases, credit cards and personal installment loans; and other types of consumer loans;

●

Corporate Asset-Based Credit:

asset-based corporate credit secured by real estate, equipment, receivables, inventory and intellectual property

rights, among other assets;

●

Equipment:

the leasing, lease financing, or lending against a wide range of equipment which is mission critical to an operator. Equipment may

include, for example, injection molding machines, industrial cranes, so-called “yellow metal” (i.e. earth moving equipment), titled and non-titled

vehicles, but would not include equipment that would be categorized as transportation assets, such as ships and aircraft; and

●

Liquid Securitized Credit:

securities backed by residential real estate (“RMBS”), commercial real estate (“CMBS”), collateralized mortgage

obligations (“CMOs”), secured corporate loans (“CLOs”) and ABS.

Except for RMBS, CMBS, CMOs, CLOs and ABS, which may range from most senior (AAA-rated) to most subordinate (BB-rated, B-rated and equity),

most loans and investments are not rated. If a loan or investment is rated, it will usually be rated by S&P Global Ratings, Moody’s Investors Service,

Inc., Fitch Ratings, Kroll Bond Rating Agency or DBRS Morningstar, and may be rated below investment-grade. Disclosure regarding the ratings of

each of these rating agencies is included in the SAI.

The fund seeks to achieve its objective by investing in a broad portfolio of secured assets and thereby seeks to provide consistent levels of high current

income derived from contractual cash-flows and to a lesser extent capital appreciation. The fund will primarily invest in financings sourced through

proprietary means using relationships of the Subadvisor rather than traditional channels such as public markets, and seeks to benefit from expected

premiums arising in such financings from, among other things, the bespoke nature of each financing. Investments will be made across a broad range of

market sectors and asset types based on the Subadvisor’s ongoing evaluation of investment opportunities. The Subadvisor will seek to capitalize on its

transaction valuation assessment and capital structure expertise, while attempting to protect against downside risks through protective loan

covenants, conservative collateral valuation and active asset management.

The fund is not limited to the Asset-Based Lending Investments and may invest in other asset-based lending investments as well as other types of

investments consistent with its investment objective and policies.

The manager may consider environmental, social, and/or governance (“ESG”) factors, alongside other relevant factors, as part of its investment

process. ESG factors may include, but are not limited to, matters regarding board diversity, climate change policies, and supply chain and human rights

policies. The ESG characteristics utilized in the fund’s investment process may change over time and one or more characteristics may not be relevant

with respect to all issuers that are eligible fund investments.

Because ESG factors are considered alongside other relevant factors, the manager may

determine that an investment is appropriate notwithstanding its relative ESG characteristics.

The fund is authorized to use all of the various investment strategies referred to under “Risks Factors — Hedging, Derivatives and Other Strategic

Transactions Risk” including, but not limited to, futures contracts, interest rate swaps, options, reverse repurchase agreements, and swaps.