A. The Company
Manulife Investment Management Private Markets (US) LLC (“Manulife IM PM (US)” or the
“Firm”) is a direct wholly-owned subsidiary of The Manufacturers Investment Corporation.
Manulife IM PM (US) is an indirect wholly-owned subsidiary of Manulife Financial Corporation, a
Canadian-based global financial services group and publicly-held corporation that trades under the
symbol ‘MFC’ on the Toronto Stock Exchange, the New York Stock Exchange, and Philippine Stock
Exchange, and under ‘945’ on the Stock Exchange of Hong Kong (“Manulife Financial Group”).
Manulife Financial Group’s real estate equity and debt, private placement debt, junior credit, private
equity, leveraged senior loan, timber and farmland investment activities are collectively branded as
Manulife Investment Management Private Markets. U.S. real estate equity and debt, private
placement and public debt, junior credit, private equity, and leveraged senior loan investment
advisory services are principally offered to third parties through Manulife IM PM (US).
Manulife IM PM (US) was formed as a Delaware limited liability company on October 5, 2007 and
was registered as an investment adviser under the Investment Advisers Act of 1940, as amended
(“Advisers Act”), on December 5, 2007. Effective December 31, 2007, Manulife IM PM US began
to assume investment management responsibility from John Hancock Life Insurance Company
(“JHLICO”) for investment advisory services being provided to clients by JHLICO. JHLICO was
merged into John Hancock Life Insurance Company (U.S.A.) (“John Hancock”) on December 31,
2009. Prior to January 17, 2020, Manulife Investment Management Private Markets (US) LLC was
known as Hancock Capital Investment Management, LLC. Manulife IM PM (US) and John
Hancock are both direct wholly-owned subsidiaries of The Manufacturers Investment Corporation
as well as indirect wholly-owned subsidiaries of Manulife Financial Corporation. Today, Manulife
IM PM (US)’s advisory services are provided through five distinct investment groups. The five
groups are aligned with John Hancock’s Corporate Finance Group and Real Estate Finance Group
and Manulife Investment Management’s Private Equity and Credit Group, Infrastructure Equity
Group, and Global Real Estate Group. Separate from their Manulife IM PM (US) roles, certain
investment professionals in each group can also have similar investment roles for John Hancock and
its affiliated insurance companies. The officers and directors of the Firm are primarily comprised of
United States-based employees of John Hancock. Where appropriate, the Firm has disclosed in this
brochure the primary material conflicts of interest that are likely to arise from the overlap in
investment responsibilities.
B. Advisory Services
Manulife IM PM US manages advisory client portfolios with varied mandates. The Firm’s
investment strategies for its clients include providing advice, making recommendations, and making
investments in public and private investments, including corporate bonds of various quality levels,
structured finance obligations, junior credit securities, direct and indirect private equity investments,
leveraged senior loans, and real estate equity and debt instruments. Depending on the specific
strategy, the Firm’s investment approach is based on in-depth credit and equity analysis (as
applicable), a thorough underwriting process, and disciplined pricing of securities and other assets.
Manulife IM PM US has the option to use derivatives within certain client mandates in a limited
manner.
Corporate Finance Group—The Firm’s Corporate Finance Group offers discretionary and
non-discretionary investment management services. Investments are originated by the Group
and a separate portfolio management team is responsible for providing investment management
advice to separately managed accounts related to investments in public and private market
fixed income, and other securities. The Corporate Finance Group also provides non-
discretionary credit support services to affiliate advisory accounts.
Global Real Estate Group— The Real Estate Group provides investment management services
across a wide range of real estate investment products, managing strategies for principally real
estate equity and debt, including but not limited to discretionary and non-discretionary
separately managed accounts, funds, co-investment vehicles, and securities mandates. Direct
investment spans the full spectrum of investment return strategies, from stabilized operating
assets to development assets, while indirect investment can occur into real estate-related
instruments and investment vehicles. Additionally, property management services can be
overseen separately by Manulife IM PM (US) or its affiliate. The Real Estate Credit Team of
Global Real Estate Group offers credit strategies for the origination, acquisition, and servicing
of floating rate real estate debt or debt-like investments including (a) senior and subordinate
commercial mortgage loans, mezzanine loans, bridge loans, note-on-note financings,
participations, syndications and assignments of such loans, and preferred equity investments;
(b) securities or other obligations
secured directly or indirectly by, or representing an
ownership interest in, a single asset or pool of assets, (including commercial mortgage-backed
securities, collateralized mortgage obligations, real estate mortgage investment conduits,
collateralized loan obligations, agency securities and other commercial real estate securities,
which can include securities in securitization vehicles), equity or debt securities issued by
publicly traded REITs, and any other real estate debt or debt-like investments consistent with
a client’s investment strategy.
Infrastructure Equity Group—The Firm’s Equity Infrastructure Group offers discretionary and
non-discretionary investment management services. Services are provided to separately
managed accounts and funds related to investments of controlling and non-controlling interests
in private equity infrastructure investments.
Private Equity and Credit Group—The Firm’s Private Equity and Credit Group offers
discretionary and non-discretionary investment management and other services with respect to
private equity co-investments, private equity funds (“Fund-of-Funds”), private equity
secondaries, junior credit securities, and leveraged senior loans to separately managed accounts
and funds.
Real Estate Finance Group—The Firm’s Real Estate Finance Group offers discretionary and
non-discretionary separately managed account and fund strategies principally for the
origination, acquisition, and servicing of commercial real estate mortgage loans (office, retail,
industrial, multi-family, parking garages, manufactured housing communities, self-storage,
and other commercial properties). Services include loan sourcing, credit underwriting,
ongoing active portfolio management, and loan servicing.
It is anticipated that for certain of our investment strategies and, to the extent permitted by its
management contracts, Manulife IM PM (US) will delegate discretionary or non-discretionary
investment management activities to affiliated sub-advisers who manage all or a portion of a
portfolio. The Firm will also utilize the services of certain personnel of our affiliates, as
supervised persons under personnel sharing arrangements or other inter-company
arrangements entered into with affiliates. To the extent a Manulife IM PM (US) affiliate is
hired as a sub-adviser for a Manulife IM PM (US) account, the Firm is responsible for the on-
going supervision and regular monitoring of the investment activities and competence of the
affiliated investment manager. Additionally, in connection with certain Manulife fund
offerings affiliated and non-affiliated offshore managers will hire Manulife IM PM (US) as a
discretionary or non-discretionary sub-adviser.
C. Meeting Investment Objectives
Regarding its fund clients, Manulife IM PM (US) provides investment services to the specific fund
according to the fund’s investment objectives and not individually to the limited partners or
investors.
Regarding its separately managed account clients, Manulife IM PM (US) works with each client to
define the appropriate investment advisory services and develop investment guidelines based upon
the client’s investment objectives. Advisory services are documented in a written investment
advisory agreement, limited partnership agreement, limited liability company agreement, portfolio
management agreement, indenture, or other similar agreement and can include:
• evaluating prospective investment opportunities within the client’s investment
guidelines;
• making decisions or providing advice and recommendations regarding the
purchase and disposition of investments as well as waivers/modifications of such
investments;
• structuring and negotiating investments;
• working with legal counsel to prepare documentation;
• monitoring investments; and
• other ancillary investment-related support services.
Manulife IM PM (US) manages client portfolios with varied mandates. In most cases, the investment
guidelines (including restrictions on investing in certain types of investments or other limits) are
negotiated at the time the account or fund is established. Some clients request, or are asked by the
Firm to consider, amendments to their guidelines as their needs change, as specific financial
conditions of an investment develop, or in response to a change in market conditions.
D. Wrap Fee Program
Manulife IM PM (US) does not participate in wrap fee programs.
E. Client Assets
As of 12/31/2023, Manulife IM PM (US) had $33,751,104,520 in assets under management
(“AUM”) on a discretionary basis and $6,615,373,911 in AUM on a non-discretionary basis.
The above AUM amount differs from Manulife IM PM (US)’s “regulatory assets under
management” which is used in Form ADV Part 1A. Form ADV Part 1A requires investment advisors
to report their “regulatory assets under management.” To calculate “regulatory assets under
management” an advisor is required to include in the assets for private fund advisory clients the
amount of any uncalled commitment pursuant to which a person is obligated to acquire an interest
in, or make a capital contribution to, the private fund.