Exemption Application under Investment Company Act (Form 40-APP/A)

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John Hancock Funding Company, LLC, which (i) is an indirect wholly-owned subsidiary of MFC; (ii) is an entity whose investment adviser is MIM PM in respect of certain asset classes, and otherwise directly holds various financial assets in a principal capacity; and (iii) would be an investment company but for Sections 3(c)(1) or 3(c)(7) of the 1940 Act ("JH Funding");

⁶ All existing entities that currently intend to rely upon the requested Order have been named as Applicants. Any other existing or future entity that subsequently relies on the Order will comply with the terms and conditions of the Application.

⁷ "Regulated Fund" means the Existing Regulated Funds and any Future Regulated Funds. "Future Regulated Fund" means an entity (a) that is a closed-end management investment company registered under the 1940 Act, or a closed-end management investment company that has elected to be regulated as a business development company under the 1940 Act, (b) whose (1) primary investment adviser or (2) sub-adviser is an Adviser (as defined below) and (c) that intends to engage in Co-Investment Transactions. If an Adviser serves as sub-adviser to a Regulated Fund whose primary adviser is not also an Adviser, such primary adviser shall be deemed to be an Adviser with respect to conditions 3 and 4 only.

The term Regulated Fund also includes (a) any Wholly-Owned Investment Sub (as defined below) of a Regulated Fund, (b) any Joint Venture (as defined below) of a Regulated Fund, and (c) any BDC Downstream Fund (as defined below) of a Regulated Fund that is a business development company. "Wholly-Owned Investment Sub" means an entity: (a) that is a "wholly-owned subsidiary" (as defined in Section 2(a)(43) of the 1940 Act) of a Regulated Fund; (b) whose sole business purpose is to hold one or more investments and which may issue debt on behalf or in lieu of such Regulated Fund; and (c) is not a registered investment company or a business development company. "Joint Venture" means an unconsolidated joint venture subsidiary of a Regulated Fund, in which all portfolio decisions, and generally all other decisions in respect of such joint venture, must be approved by an investment committee consisting of representatives of the Regulated Fund and the unaffiliated joint venture partner (with approval from a representative of each required). "BDC Downstream Fund" means an entity (a) directly or indirectly controlled by a Regulated Fund that is a business development company, (b) that is not controlled by any person other than the Regulated Fund (except a person that indirectly controls the entity solely because it controls the Regulated Fund), (c) that would be an investment company but for Section 3(c)(1) or 3(c)(7) of the 1940 Act, (d) whose investment adviser is an Adviser and (e) that is not a Wholly-Owned Investment Sub.

In the case of a Wholly-Owned Investment Sub that does not have a chief compliance officer or a Board, the chief compliance officer and Board of the Regulated Fund that controls the Wholly-Owned Investment Sub will be deemed to serve those roles for the Wholly-Owned Investment Sub. In the case of a Joint Venture or a BDC Downstream Fund (as applicable) that does not have a chief compliance officer or a Board, the chief compliance officer of the Regulated Fund will be deemed to be the Joint Venture's or BDC Downstream Fund's chief compliance officer, and the Joint Venture's or BDC Downstream Fund's investment committee will be deemed to be the Joint Venture's or BDC Downstream Fund's Board.

⁸ "Affiliated Entity" means an entity not controlled by a Regulated Fund that intends to engage in Co-Investment Transactions and that is (a) with respect to a Regulated Fund, another Regulated Fund; (b) an Adviser or its affiliates (other than an open-end investment company registered under the 1940 Act), and any direct or indirect, wholly- or majority-owned subsidiary of an Adviser or its affiliates (other than of an open-end investment company registered under the 1940 Act), that is participating in a Co-Investment Transaction in a principal capacity; or (c) any entity that would be an investment company but for Section 3(c) of the 1940 Act or Rule 3a-7 thereunder and whose investment adviser is an Adviser.

To the extent that an entity described in clause (b) is not advised by an Adviser, such entity shall be deemed to be an Adviser for purposes of the conditions.

⁹ "Co-Investment Transaction" means the acquisition or Disposition of securities of an issuer in a transaction effected in reliance on the Order or previously granted relief.

¹⁰ "Adviser" means the Existing Advisers and any other investment adviser controlling, controlled by, or under common control with the Existing Advisers. The term "Adviser" also includes any internally-managed Regulated Fund.

¹¹ See, e.g., Massachusetts Mutual Life Insurance Co. (pub. avail. June 7, 2000), Massachusetts Mutual Life Insurance Co. (pub. avail. July 28, 2000) and SMC Capital, Inc. (pub. avail. Sept. 5, 1995).

II.	GENERAL DESCRIPTION OF THE APPLICANTS

A.	John Hancock GA Mortgage Trust

Mortgage Trust is a Delaware statutory trust that is registered with the Commission under the 1940 Act as a closed-end, externally-managed diversified management investment company. Mortgage Trust intends to qualify annually as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended.

MAC is a Massachusetts business trust that is registered with the Commission under the 1940 Act as a closed-end, externally-managed diversified management investment company. MAC intends to qualify annually as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended.

JH Funding was organized in Delaware as a limited liability company. Its primary investment objective is to warehouse investment assets targeted for sale or disposition.

MDLF Onshore was organized in Delaware as a limited liability company. Its primary investment objective is to seek to maximize total returns in the form of current income and, to a lesser extent, capital appreciation.

MIM PM, a Delaware limited liability company that is registered under the Advisers Act, serves as the investment adviser to each of the Mortgage Trust, the Senior Loan Trust and MPC, and serves as the investment adviser to each of the Existing Affiliated Funds, and, with respect to certain asset classes, the MFC Accounts, pursuant to an investment advisory agreement with each respective entity. MIM PM's advisory services are provided through three distinct investment groups. The three groups are aligned with the John Hancock Insurance Companies' Corporate Finance Group, Real Estate Finance Group, and Real Estate Division. Separate from their MIM PM roles, the investment professionals in each group also have similar investment roles for the John Hancock Insurance Companies. The officers and directors of MIM PM are primarily composed of United States-based employees of the John Hancock Insurance Companies. Subject to the overall supervision of each of the Mortgage Trust's, the Senior Loan Trust's and MPC's Board, MIM PM will manage the day-to-day operations of, and provide investment advisory and management services to each of the Mortgage Trust, the Senior Loan Trust and MPC. Under the terms of the investment advisory agreement of each of the Mortgage Trust, the Senior Loan Trust and MPC, each MFC Account, and each Existing Affiliated Fund, respectively, MIM PM will (i) determine the composition of its portfolio, the nature and timing of the changes to its portfolio, and the manner of implementing such changes, (ii) identify, evaluate, and negotiate the structure of the investments it makes (including performing due diligence on its prospective portfolio companies), (iii) close, monitor and administer the investments it makes, including the exercise of any voting or consent rights, (iv) when and where applicable, restructure investments it makes, and (v) determine the investments and other assets that it purchases, retains or sells.

I.	John Hancock Investment Management LLC

JHIM, a Delaware limited liability company that is registered under the Advisers Act, serves as the investment adviser to each of MAC and ABS. Subject to the supervision of each of MAC's and ABS's Board, JHIM manages the day-to-day operations of, and provide investment advisory and management services to each of MAC and ABS. Under the terms of the investment advisory agreement of each of MAC and ABS, JHIM will select and contract with one or more investment sub-advisers, including CQS, to manage the investments and determine the composition of the assets of each of MAC and ABS (each, a "Subadvisor"); provided, that any contract with a Subadvisor shall be in compliance with and approved as required by the 1940 Act, except for such exemptions therefrom as may be granted to either MAC or ABS or JHIM. Subject always to the direction and control of each of MAC's and ABS's Board, JHIM will monitor each Subadvisor's management of MAC's or ABS's investment operations in accordance with the investment objectives and related investment policies, as set forth in each fund's registration statement with the Commission and review and report to each of MAC's and ABS's Board on the performance of such Subadvisor.

J.	CQS (US), LLC

CQS, a Delaware limited liability company that is registered under the Advisers Act, serves as the investment sub-adviser to each of MAC and ABS. Under the terms of the subadvisory agreement of each of MAC and ABS, CQS manages the investment and reinvestment of the assets of each of MAC and ABS, subject to the supervision of the Board. CQS formulates a continuous investment program for each of MAC and ABS consistent with each fund's investment objective and policies outlined in each fund's registration statement. CQS regularly reports to each of MAC's and ABS's Board with respect to the implementation of such programs. CQS, at its expense, furnishes all necessary investment and management facilities, including salaries of personnel required for it to execute its duties, as well as administrative facilities, including bookkeeping, clerical personnel, and equipment necessary for the management of the investments of each of MAC and ABS.

C.	Conditions

Applicants agree that any Order granting the requested relief will be subject to the following Conditions.

2. Existing Investments in the Issuer. Prior to a Regulated Fund acquiring in a Co-Investment Transaction a security of an issuer in which an Affiliated Entity has an existing interest in such issuer, the "required majority," as defined in Section 57(o) of the 1940 Act,¹⁷ of the Regulated Fund ("Required Majority") will take the steps set forth in Section 57(f) of the 1940 Act,¹⁸ unless: (i) the Regulated Fund already holds the same security as each such Affiliated Entity; and (ii) the Regulated Fund and each other Affiliated Entity holding the security is participating in the acquisition in approximate proportion to its then-current holdings.

4. No Remuneration. Any transaction fee²⁰ (including break-up, structuring, monitoring or commitment fees but excluding broker's fees contemplated by section 17(e) or 57(k) of the 1940 Act, as applicable), received by an Adviser and/or a Participant in connection with a Co-Investment Transaction will be distributed to the Participants on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by the Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the 1940 Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the Participants based on the amount they invest in such Co-Investment Transaction. No Affiliated Entity, Regulated Fund, or any of their affiliated persons will accept any compensation, remuneration or financial benefit in connection with a Regulated Fund's participation in a Co-Investment Transaction, except: (i) to the extent permitted by Section 17(e) or 57(k) of the 1940 Act; (ii) as a result of either being a Participant in the Co-Investment Transaction or holding an interest in the securities issued by one of the Participants; or (iii) in the case of an Adviser, investment advisory compensation paid in accordance with investment advisory agreement(s) with the Regulated Fund(s) or Affiliated Entity(ies).

¹⁶ Such a Board can also, consistent with applicable fund documents, facilitate this opportunity by delegating the authority to veto the selection of such person to a committee of the Board.

(c)

At least quarterly, each Regulated Fund's Adviser and chief compliance officer (as defined in Rule 38a-1(a)(4)) will provide the Regulated Fund Boards with reports or other information requested by the Board related to a Regulated Fund's participation in Co-Investment Transactions and a summary of matters, if any, deemed significant that may have arisen during the period related to the implementation of the Co-Investment Policies and the Regulated Fund's policies and procedures approved pursuant to (b) above.

²² "Disposition" means the sale, exchange, transfer or other disposition of an interest in a security of an issuer.

²³ "Tradable Security" means a security which trades: (i) on a national securities exchange (or designated offshore securities market as defined in Rule 902(b) under the Securities Act of 1933, as amended) and (ii) with sufficient volume and liquidity (findings which are to be made in good faith and documented by the Advisers to any Regulated Funds) to allow each Regulated Fund to dispose of its entire remaining position within 30 days at approximately the price at which the Regulated Fund has valued the investment.

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V.	PRECEDENTS

The Commission has previously issued orders permitting certain investment companies subject to regulation under the 1940 Act and their affiliated persons to be able to participate in Co-Investment Transactions (the "Existing Orders").²⁵ Similar to the Existing Orders, the Conditions described herein are designed to mitigate the possibility for overreaching and to promote fair and equitable treatment of the Regulated Funds. Accordingly, the Applicants submit that the scope of investor protections contemplated by the Conditions are consistent with those found in the Existing Orders.

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