File No. 812–15828
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
|
In the Matter of the Application of:
JOHN HANCOCK GA MORTGAGE TRUST, JOHN HANCOCK GA SENIOR LOAN TRUST, MANULIFE PRIVATE CREDIT FUND, MANULIFE INVESTMENT MANAGEMENT PRIVATE MARKETS (US)
LLC, JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), JOHN HANCOCK LIFE & HEALTH INSURANCE COMPANY, JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK, JOHN HANCOCK FUNDING COMPANY, LLC, MANULIFE SDF SPV – OH, LLC, MDLF HOLDINGS ONSHORE LLC,
MANULIFE DIRECT LENDING FUND (UNLEVERED) L.P., AND MANULIFE DIRECT LENDING FUND, L.P.
197 Clarendon Street
Boston, MA 02116
(617) 663-3000
___________________________
|
AMENDMENT NO. 1 TO THE APPLICATION FOR AN ORDER PURSUANT TO
SECTIONS 17(d) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE 17d-1
UNDER THE INVESTMENT COMPANY ACT OF 1940 PERMITTING CERTAIN JOINT
TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d) AND 57(a)(4) OF AND RULE
17d-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
___________________________
|
All Communications, Notices and Orders to:
E. David Pemstein
John Hancock GA Mortgage Trust,
John Hancock GA Senior Loan Trust,
Manulife Private Credit Fund
c/o John Hancock Life Insurance Company (U.S.A.)
197 Clarendon Street, C-03
Boston, MA 02116
617-572-1234
DPemstein@jhancock.com
___________________________
|
Copies to:
Mark P. Goshko, Esq.
K&L Gates LLP
One Congress Street, Suite 2900
Boston, MA 02114-2023
Mark.Goshko@klgates.com
|
George J. Zornada, Esq.
K&L Gates LLP
One Congress Street, Suite 2900
Boston, MA 02114-2023
George.Zornada@klgates.com
|
_________________________
September 19, 2025
UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
|
IN THE MATTER OF
JOHN HANCOCK GA MORTGAGE TRUST, JOHN HANCOCK
GA SENIOR LOAN TRUST, MANULIFE PRIVATE CREDIT FUND,
MANULIFE INVESTMENT MANAGEMENT PRIVATE MARKETS (US)
LLC, JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), JOHN
HANCOCK LIFE & HEALTH INSURANCE COMPANY, JOHN
HANCOCK LIFE INSURANCE COMPANY OF NEW YORK, JOHN
HANCOCK FUNDING COMPANY, LLC, MANULIFE SDF SPV – OH,
LLC, MDLF HOLDINGS ONSHORE LLC, MANULIFE DIRECT
LENDING FUND (UNLEVERED) L.P., AND MANULIFE DIRECT
LENDING FUND, L.P.
197 CLARENDON STREET, C-03
BOSTON, MA 02116
File No. 812-15828
|
:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
|
AMENDMENT NO. 1 TO THE APPLICATION FOR
AN ORDER PURSUANT TO SECTIONS 17(d) AND 57(i)
OF THE INVESTMENT COMPANY ACT OF 1940 AND
RULE 17d-1 UNDER THE INVESTMENT COMPANY
ACT OF 1940 PERMITTING CERTAIN JOINT
TRANSACTIONS OTHERWISE PROHIBITED BY
SECTIONS 17(d) AND 57(a)(4) OF AND
RULE 17d-1 UNDER THE INVESTMENT COMPANY
ACT OF 1940
|
I.
|
SUMMARY OF APPLICATION
|
The following entities hereby request an order (the “Order”)
of the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) under Section 57(i) of the Investment Company Act of
1940, as amended (the “1940 Act”),1 and Rule 17d-1, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1
thereunder. The Order would supersede the exemptive orders issued by the Commission on June 25, 2019, as amended on December 12, 2023 (the “Prior Order”)2 that were granted
pursuant to Sections 57(a)(4), 57(i) and Rule 17d-1 with the result that no person will continue to rely on the Prior Order if the Order is granted.
•
|
John Hancock GA Mortgage Trust (“Mortgage Trust”), a closed-end management investment
company that is registered under the 1940 Act and whose investment adviser is MIM PM (as defined below);
|
•
|
John Hancock GA Senior Loan Trust (“Senior Loan Trust”), a closed-end management
investment company that is registered under the 1940 Act and whose investment adviser is MIM PM;
|
•
|
Manulife Private Credit Fund, a closed-end management investment company that has elected to be regulated as a business development company (“MPC”, and together with the Mortgage Trust and the Senior Loan Trust, the “Existing Regulated Funds”) under the 1940 Act and
whose investment adviser is MIM PM;
|
•
|
Manulife Investment Management Private Markets (US) LLC (formerly, Hancock Capital Investment Management, LLC) (“MIM PM”),3 the investment adviser of the Existing Regulated Funds, is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and is an indirect wholly-owned subsidiary of Manulife Financial Corporation, a Canadian corporation (“MFC”);4
|
1 Unless otherwise indicated, all section and rule references herein are to the 1940 Act and rules
promulgated thereunder.
2 John Hancock GA Mortgage Trust, et al. (File No. 812-14917), Release Nos. IC-33493 (May 28, 2019)
(notice) and IC- 33518 (June 25, 2019) (order), as amended by John Hancock GA Mortgage Trust, et al. (File No. 812-15458), Release Nos. IC-35050 (November 16, 2023) (notice) and IC-35064 (December 12, 2023) (order).
3 The adviser entity changed its name from Hancock Capital Investment Management, LLC to Manulife Investment
Management Private Markets (US) LLC on January 17, 2020. No other actual change to the entity adviser was effected with this name change.
4 MFC is a life insurance company incorporated under the Insurance Company Act (Canada), as amended, and the
regulations thereunder, which apply to insurance companies that are incorporated under Canadian federal law that operate in Canada on a branch basis. MFC has various business lines that it operates through its wholly- or majority-owned subsidiary
companies, and does not currently offer investment advisory services to any person and is not expected to do so in the future. Accordingly, MFC has not been included as an Applicant.
•
|
John Hancock Life Insurance Company (U.S.A.), John Hancock Life & Health Insurance Company, and John Hancock Life Insurance
Company of New York (collectively, the “John Hancock Insurance Companies”), each of which is an indirect wholly-owned subsidiary of MFC (collectively with the John Hancock
Insurance Companies and JH Funding (as defined below), the “MFC Accounts”);5
|
•
|
Manulife SDF SPV – OH, LLC, which is an entity whose investment adviser is MIM PM and that would be an investment company but for Sections 3(c)(1)
or 3(c)(7) of the 1940 Act (“Manulife SDF”);
|
•
|
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”);
|
•
|
MDLF Holdings Onshore LLC, which is an entity whose investment adviser is MIM PM and that would be an investment company but for Sections 3(c)(1) or
3(c)(7) of the 1940 Act (“MDLF Onshore”);
|
•
|
Manulife Direct Lending Fund (Unlevered) L.P., which is an entity whose investment adviser is MIM PM and that would be an investment company but for
Sections 3(c)(1) or 3(c)(7) of the 1940 Act (“MDLF Unlevered”); and
|
•
|
Manulife Direct Lending Fund, L.P., which is an entity whose investment adviser is MIM PM and that would be an investment company but for Sections
3(c)(1) or 3(c)(7) of the 1940 Act (“MDLF” and, together with the Existing Regulated Funds, MIM PM, the MFC Accounts, Manulife SDF, MDLF Onshore, and MDLF Unlevered, the “Applicants”).6
|
•
|
The relief requested in this application for the Order (the “Application”) would allow a
Regulated Fund7 and one or more Affiliated Entities8 to engage in Co-Investment Transactions9 subject to the terms and conditions described herein. The Regulated Funds and Affiliated Entities that
participate in a Co-Investment Transaction are collectively referred to herein as “Participants.”10 The Applicants do not seek relief for transactions effected
consistent with Commission staff no-action positions.11
|
5 The John Hancock Insurance Companies are excluded from investment company status by Section 3(c)(3) of the
1940 Act.
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 MIM PM and any other
investment adviser controlling, controlled by, or under common control with MIM PM. 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 non-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.
Mortgage Trust’s investment objective is to generate current income, and to a lesser extent, capital appreciation.
Mortgage Trust’s business and affairs are managed under the direction of its Board.12 Mortgage Trust has a 4-member board, of which 3 are not “interested persons” within the meaning of Section 2(a)(19) of the 1940 Act. Mortgage
Trust’s Board consists of members, a majority of whom are Independent Trustees. Mortgage Trust’s Board delegates daily management and investment authority to MIM PM pursuant to an investment advisory agreement by and between Mortgage Trust and
MIM PM.13
B.
|
John Hancock GA Senior Loan Trust
|
Senior Loan Trust is a Delaware statutory trust that is registered with the Commission under the 1940 Act as a
closed-end, externally-managed non-diversified management investment company. Senior Loan Trust intends to qualify annually as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended. All of the investors in Senior Loan Trust are
insurance companies that are wholly-owned by MFC.
Senior Loan Trust’s investment objective is to generate current income, and to a lesser extent, capital appreciation.
Senior Loan Trust’s business and affairs are managed under the direction of its Board. Senior Loan Trust has a 4-member board, of which 3 are not “interested persons” within the meaning of Section 2(a)(19) of the 1940 Act. Senior Loan Trust’s Board
delegates daily management and investment authority to MIM PM pursuant to an investment advisory agreement by and between Senior Loan Trust and MIM PM.
C.
|
Manulife Private Credit Fund
|
MPC is a Delaware statutory trust that is registered with the Commission under the 1940 Act as a closed-end,
externally-managed non-diversified management investment company that has elected to be regulated as a business development company. MPC intends to qualify annually as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended.
MPC’s investment objectives are to maximize total return in the form of current income and, to a lesser extent,
capital appreciation. MPC’s business and affairs are managed under the direction of its Board. MPC has a 4-member board, of which 3 are not “interested persons” within the meaning of Section 2(a)(19) of the 1940 Act. MPC’s Board delegates daily
management and investment authority to MIM PM pursuant to an investment advisory agreement by and between MPC and MIM PM.
D.
|
The John Hancock Insurance Companies
|
John Hancock Life Insurance Company (U.S.A.) is a stock life insurance company that was incorporated in Maine on
August 20, 1955 by a special act of the Maine legislature and re-domesticated under the laws of the State of Michigan on December 30, 1992, and operates as a subsidiary of MFC. Each of John Hancock Life & Health Insurance Company and John Hancock
Life Insurance Company of New York are also stock life insurance companies, each of which operates as a subsidiary of John Hancock Life Insurance Company (U.S.A.). With respect to certain asset classes, MIM PM acts as an investment adviser to each of
the John Hancock Insurance Companies pursuant to their respective investment advisory agreements. The John Hancock Insurance Companies may, from time to time, invest in the Regulated Funds and/or the Existing Affiliated Funds.
The John Hancock Insurance Companies hold various financial assets in a principal capacity. MFC has various business
lines that it operates through its wholly- or majority-owned subsidiaries, and the subsidiaries that exist and currently intend to participate in Co-Investment Transactions have been included as Applicants herein.
E.
|
The Existing Affiliated Funds
|
Each entity identified here is an “Existing Affiliated Fund”
for the purposes of this Application.14
Manulife SDF 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.
12 “Board” means the board of directors (or the equivalent) of the applicable Regulated Fund.
13 The Board of each Future Regulated Fund will consist of a majority of members who are not “interested persons” of such Future Regulated Fund within the meaning of
Section 2(a)(19) of the Act.
14 In the future, one or more Affiliated Entities could register as a closed-end management investment company under the 1940 Act and, if so registered, will be
considered a Regulated Fund for purposes of this application.
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.
MDLF Unlevered was organized in Delaware as a limited partnership. Its primary investment objective is to seek to maximize total returns in the form of current income and,
to a lesser extent, capital appreciation.
MDLF was organized in Delaware as a limited partnership. 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 serves as investment adviser for each Existing Affiliated Fund.
F.
|
Manulife Investment Management Private Markets (US) LLC
|
MIM PM, a Delaware limited liability company that is registered under the Advisers Act, serves as the investment
adviser to each of the Existing Regulated Funds, 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 Existing Regulated Fund’s Board, MIM PM will manage the day-to-day operations of, and provide investment advisory and management services to each of the Existing
Regulated Funds. Under the terms of the investment advisory agreement of each Existing Regulated Fund, 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.
The Applicants request an Order of the Commission under Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1
thereunder to permit, subject to the terms and conditions set forth below in this Application (the “Conditions”), each Regulated Fund to be able to participate with one or more Affiliated
Entities in Co-Investment Transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder.
Section 17(d), in relevant part, prohibits an affiliated person, or an affiliated person of such affiliated person, of
a registered investment company, acting as principal, from effecting any transaction in which the registered investment company is “a joint or a joint and several participant with such person” in contravention of such rules as the SEC may prescribe
“for the purpose of limiting or preventing participation by such [fund] on a basis different from or less advantageous than that of such other participant.”
Rule 17d-1 prohibits an affiliated person, or an affiliated person of such affiliated person, of a registered
investment company, acting as principal, from participating in, or effecting any transaction in connection with, any “joint enterprise or other joint arrangement or profit-sharing plan”15 in which the fund is a participant without first
obtaining an order from the SEC.
Section 57(a)(4), in relevant part, prohibits any person related to a business development company in the manner
described in Section 57(b), acting as principal, from knowingly effecting any transaction in which the business development company is a joint or a joint and several participant with such persons in contravention of such rules as the Commission may
prescribe for the purpose of limiting or preventing participation by the business development company on a basis less advantageous than that of such person. Section 57(i) provides that, until the SEC prescribes rules under Section 57(a), the SEC’s
rules under Section 17(d) applicable to registered closed-end investment companies will be deemed to apply to persons subject to the prohibitions of Section 57(a). Because the SEC has not adopted any rules under Section 57(a), Rule 17d-1 applies to
persons subject to the prohibitions of Section 57(a).
15 Rule 17d-1(c) defines a “[j]oint enterprise or other joint arrangement or profit-sharing plan” to include, in relevant part, “any written or oral
plan, contract, authorization or arrangement or any practice or understanding concerning an enterprise or undertaking whereby a registered investment company … and any affiliated person of or principal underwriter for such registered company, or
any affiliated person of such a person or principal underwriter, have a joint or a joint and several participation, or share in the profits of such enterprise or undertaking ….”
Rule 17d-1(b) provides, in relevant part, that in passing upon applications under the rule, the Commission will
consider whether the participation of a registered investment company in a joint enterprise, joint arrangement or profit-sharing plan on the basis proposed is consistent with the provisions, policies and purposes of the 1940 Act and the extent to
which such participation is on a basis different from or less advantageous than that of other participants.
Each Regulated Fund may be deemed to be an affiliated person of each other Regulated Fund within the meaning of
Section 2(a)(3) if it is deemed to be under common control because an Adviser is or will be either the investment adviser or sub-adviser to each Regulated Fund. Section 17(d) and Section 57(b) apply to any investment adviser to a closed-end fund or a
business development company, respectively, including a sub-adviser. Thus, an Adviser and any Affiliated Entities that it advises could be deemed to be persons related to Regulated Funds in a manner described by Sections 17(d) and 57(b). With respect
to MIM PM and any other Advisers that are deemed to be affiliated persons of each other, Affiliated Entities advised by any of them could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner
described by Sections 17(d) and 57(b). In addition, any entities or accounts controlled by or under common control with MIM PM and/or any other Advisers that are deemed to be affiliated persons of each other that may, from time to time, hold various
financial assets in a principal capacity, could be deemed to be persons related to Regulated Funds (or a company controlled by a Regulated Fund) in a manner described by Sections 17(d) and 57(b). Finally, with respect to any Wholly-Owned Investment
Sub, Joint Venture, or BDC Downstream Fund of a Regulated Fund, such entity would be a company controlled by its parent Regulated Fund for purposes of Section 57(a)(4) of the 1940 Act and Rule 17d-l under the 1940 Act.
Applicants agree that any Order granting the requested relief will be subject to the following Conditions.
1. Same
Terms. With respect to any Co-Investment Transaction, each Regulated Fund, and Affiliated Entity participating in such transaction will acquire, or dispose of, as the case may be, the same class of securities, at the same time, for the same
price and with the same conversion, financial reporting and registration rights, and with substantially the same other terms (provided that the settlement date for an Affiliated Entity may occur up to ten business days after the settlement date for
the Regulated Fund, and vice versa). If a Participant, but not all of the Regulated Funds, has the right to nominate a director for election to a portfolio company’s board of directors, the right to appoint a board observer or any similar right to
participate in the governance or management of a portfolio company, the Board of each Regulated Fund that does not hold this right must be given the opportunity to veto the selection of such person.16
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.
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.
17 Section 57(o) defines the term “required majority,” in relevant part, with respect to the approval of a proposed
transaction, as both a majority of a business development company’s directors who have no financial interest in the transaction and a majority of such directors who are not interested persons of the business development company. In the case of
a Regulated Fund that is not a business development company, the Board members that constitute the Required Majority will be determined as if such Regulated Fund were a business development company subject to Section 57(o) of the 1940 Act.
18 Section 57(f) provides for the approval by a Required Majority of certain transactions on the basis that, in relevant
part: (i) the terms of the transaction, including the consideration to be paid or received, are reasonable and fair to the shareholders of the business development company and do not involve overreaching of the business development company or
its shareholders on the part of any person concerned; (ii) the proposed transaction is consistent with the interests of the business development company’s shareholders and the business development company’s policy as recited in filings made by
the business development company with the Commission and the business development company’s reports to shareholders; and (iii) the business development company’s directors record in their minutes and preserve in their records a description of
the transaction, their findings, the information or materials upon which their findings were based, and the basis for their findings.
3. Related Expenses. Any expenses associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction, to the extent not borne by the Adviser(s), will be shared
among the Participants in proportion to the relative amounts of the securities being acquired, held or disposed of, as the case may be.19
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).
5. Co-Investment Policies. Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will adopt and implement policies and procedures reasonably designed to ensure that: (i)
opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any
participating Regulated Fund (the “Co-Investment Policies”). Each Adviser (and each Affiliated Entity that is not advised by an Adviser) will provide its Co-Investment Policies to the
Regulated Funds and will notify the Regulated Funds of any material changes thereto.21
6. Dispositions:
(a)
|
Prior to any Disposition22 by an Affiliated Entity of a security acquired in a Co-Investment Transaction, the Adviser to each Regulated
Fund that participated in the Co-Investment Transaction will be notified and each such Regulated Fund given the opportunity to participate pro rata based on the proportion of its holdings relative to the other Affiliated Entities
participating in such Disposition.
|
(b)
|
Prior to any Disposition by a Regulated Fund of a security acquired in a Co-Investment Transaction, the Required Majority will take the steps set
forth in Section 57(f) of the 1940 Act, unless: (i) each Affiliated Entity holding the security participates in the Disposition in approximate proportion to its then-current holding of the security; or (ii) the Disposition is a sale of a
Tradable Security.23
|
7. Board Oversight.
(a)
|
Each Regulated Fund’s directors will oversee the Regulated Fund’s participation in the co-investment program in the exercise of their reasonable
business judgment.
|
(b)
|
Prior to a Regulated Fund’s participation in Co-Investment Transactions, the Regulated Fund’s Board, including a Required Majority, will: (i)
review the Co-Investment Policies, to ensure that they are reasonably designed to prevent the Regulated Fund from being disadvantaged by participation in the co-investment program; and (ii) approve policies and procedures of the Regulated
Fund that are reasonably designed to ensure compliance with the terms of the Order.
|
19 Expenses of an individual Participant that are incurred solely by the Participant due to its unique
circumstances (such as legal and compliance expenses) will be borne by such Participant.
20 Applicants are not requesting and the Commission is not providing any relief for transaction fees received
in connection with any Co-Investment Transaction.
21 The Affiliated Entities may adopt shared Co-Investment Policies.
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.
(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.
|
(d)
|
Every year, each Regulated Fund’s Adviser and chief compliance officer will provide the Regulated Fund’s Board with reports or other information
requested by the Board related to the Regulated Fund’s participation in the co-investment program and any material changes in the Affiliated Entities’ participation in the co-investment program, including changes to the Affiliated Entities’
Co-Investment Policies.
|
(e)
|
The Adviser and the chief compliance officer will also notify the Regulated Fund’s Board of a compliance matter related to the Regulated Fund’s
participation in the co-investment program and related Co-Investment Policies or the Regulated Fund’s policies and procedures approved pursuant to (b) above that a Regulated Fund’s chief compliance officer considers to be material.
|
8. Recordkeeping. All information presented to the Board pursuant to the order will be kept for the life of the Regulated Fund and at least two years thereafter, and will be subject to examination
by the Commission and its Staff. Each Regulated Fund will maintain the records required by Section 57(f)(3) as if it were a business development company and each of the Co-Investment Transactions were approved by the Required Majority under Section
57(f).24
9. In the event that the Commission adopts a rule under the 1940 Act allowing co-investments of the type described in this Application, any relief granted by the Order will expire on the effective date of
that rule.
IV.
|
STATEMENT IN SUPPORT OF RELIEF REQUESTED
|
Applicants submit that allowing the Co-Investment Transactions described by this Application is justified on the basis of (i) the potential benefits to the
Regulated Funds and their respective shareholders and (ii) the protections found in the terms and conditions set forth in this Application.
A.
|
Potential Benefits to the Regulated Funds and their Shareholders
|
Section 57(a)(4) and Rule 17d-1 (as applicable) limit the ability of the Regulated Funds to participate in attractive co-investment opportunities under certain circumstances.
If the relief is granted, the Regulated Funds should: (i) be able to participate in a larger number and greater variety of investments, thereby diversifying their portfolios and providing related risk-limiting benefits; (ii) be able to participate
in larger financing opportunities, including those involving issuers with better credit quality, which otherwise might not be available to investors of a Regulated Fund’s size; (iii) have greater bargaining power (notably with regard to creditor
protection terms and other similar investor rights), more control over the investment and less need to bring in other external investors or structure investments to satisfy the different needs of external investors; (iv) benefit from economies of
scale by sharing fixed expenses associated with an investment with the other Participants; and (v) be able to obtain better deal flow from investment bankers and other sources of investments.
B.
|
Shareholder Protections
|
Each Co-Investment Transaction would be subject to the terms and conditions of this Application. The Conditions are designed to address the concerns underlying Sections 17(d)
and 57(a)(4) and Rule 17d-l by ensuring that participation by a Regulated Fund in any Co-Investment Transaction would not be on a basis different from or less advantageous than that of other Participants. Under Condition 5, each Adviser (and each
Affiliated Entity that is not advised by an Adviser) will adopt and implement Co-Investment Policies that are reasonably designed to ensure that (i) opportunities to participate in Co-Investment Transactions are allocated in a manner that is fair
and equitable to every Regulated Fund; and (ii) the Adviser negotiating the Co-Investment Transaction considers the interest in the Transaction of any participating Regulated Fund. The Co-Investment Policies will require an Adviser to make an
independent determination of the appropriateness of a Co-Investment Transaction and the proposed allocation size based on each Participant’s specific investment profile and other relevant characteristics.
24 If a Regulated Fund enters into a transaction that would be a Co-Investment Transaction pursuant to this
Order in reliance on another exemptive order instead of this Order, the information presented to the Board and records maintained by the Regulated Fund will expressly indicate the order relied upon by the Regulated Fund to enter into such
transaction.
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.
Please address all communications concerning this Application, the Notice and the Order to:
E. David Pemstein
John Hancock GA Mortgage Trust,
John Hancock GA Senior Loan Trust,
Manulife Private Credit Fund
c/o John Hancock Life Insurance Company (U.S.A.)
197 Clarendon Street, C-03
Boston, MA 02116
617-572-1234
DPemstein@jhancock.com
Please address any questions, and a copy of any communications, concerning this Application, the Notice, and the Order to:
Mark P. Goshko, Esq.
K&L Gates LLP
One Congress Street, Suite 2900
Boston, MA 02114-2023
Mark.Goshko@klgates.com
|
George J. Zornada, Esq.
K&L Gates LLP
One Congress Street, Suite 2900
Boston, MA 02114-2023
George.Zornada@klgates.com
|
The filing of this Application for the Order sought hereby and the taking of all acts reasonably necessary to obtain the relief requested herein was
authorized by the Board of each Existing Regulated Fund pursuant to resolutions duly adopted by the Board. Copies of the resolutions are provided below.
Pursuant to Rule 0-2(c), Applicants hereby state that each Existing Regulated Fund and Existing Affiliated Fund have authorized to cause
to be prepared and to execute and file with the Commission this Application and any amendment thereto for an order pursuant to Section 57(i) and Rule 17d-1 permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4)
and Rule 17d-1. The person executing the Application on behalf of the Applicants being duly sworn deposes and says that he has duly executed the Application for and on behalf of the applicable entity listed; that he is authorized to execute the
Application pursuant to the terms of an operating agreement, management agreement or otherwise; and that all actions by members, directors or other bodies necessary to authorize each such deponent to execute and file the Application have been
taken.
25 See, e.g., FS Credit Opportunities Corp., et al. (File No. 812-15706), Release No. IC-35520 (April 3, 2025) (notice), Release No. IC-35561 (April 29, 2025) (order); Sixth Street Specialty Lending, Inc., et al.
(File No. 812-15729), Release No. IC-35531 (April 10, 2025) (notice), Release No. IC-35570 (May 6, 2025) (order); Blue Owl Capital Corporation, et al. (File No. 812-15715), Release No. IC-35530 (April 9,
2025) (notice), Release No. IC-35573 (May 6, 2025) (order); BlackRock Growth Equity Fund LP, et al. (File No. 812-15712), Release No. IC-35525 (April 8, 2025) (notice), Release No. IC-35572 (May 6, 2025)
(order).
The Applicants have caused this Application to be duly signed on their behalf on the 19th day of September, 2025.
|
JOHN HANCOCK GA MORTGAGE TRUST |
|
|
|
|
By:
|
/s/Ian Roke |
|
Name:
|
Ian Roke |
|
Title:
|
Authorized Signatory |
|
|
|
|
JOHN HANCOCK GA SENIOR LOAN TRUST |
|
|
|
|
By:
|
/s/Ian Roke |
|
Name:
|
Ian Roke |
|
Title:
|
Authorized Signatory |
|
|
|
|
MANULIFE PRIVATE CREDIT FUND |
|
|
|
|
By:
|
/s/Ian Roke |
|
Name:
|
Ian Roke |
|
Title:
|
Authorized Signatory |
|
|
|
|
JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A) |
|
|
|
|
By:
|
/s/Michael King |
|
Name:
|
Michael King |
|
Title:
|
Authorized Signatory |
|
|
|
|
JOHN HANCOCK LIFE & HEALTH INSURANCE COMPANY |
|
|
|
|
By:
|
/s/Michael King |
|
Name:
|
Michael King |
|
Title:
|
Authorized Signatory |
|
|
|
|
JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK |
|
|
|
|
By:
|
/s/Michael King |
|
Name:
|
Michael King |
|
Title:
|
Authorized Signatory |
|
|
|
|
MANULIFE SDF SPV – OH, LLC |
|
|
|
|
By:
|
Manulife Senior Debt Fund OH, L.P., its member
|
|
By:
|
Manulife Investment Management Private Markets Holdings (US), LLC, its general partner |
|
|
|
|
|
By:
|
/s/ Michael King |
|
|
Name:
|
Michael King |
|
|
Title:
|
Authorized Signatory |
|
|
|
|
JOHN HANCOCK FUNDING COMPANY, LLC |
|
|
|
|
By:
|
/s/Michael King |
|
Name:
|
Michael King |
|
Title:
|
Authorized Signatory |
|
|
|
|
MDLF HOLDINGS ONSHORE LLC |
|
|
|
|
By:
|
Manulife DLF GP, L.P., its general partner |
|
By:
|
Manulife Investment Management Private Markets Holdings (US), LLC, its general partner |
|
|
|
|
|
By:
|
/s/Michael King |
|
|
Name:
|
Michael King |
|
|
Title:
|
Authorized Signatory |
|
|
|
|
MANULIFE DIRECT LENDING FUND (UNLEVERED) L.P. |
|
|
|
|
By:
|
Manulife DLF GP, L.P., its general partner |
|
By:
|
Manulife Investment Management Private Markets Holdings (US), LLC, its general partner |
|
|
|
|
|
By:
|
/s/Michael King |
|
|
Name:
|
Michael King |
|
|
Title:
|
Authorized Signatory |
|
|
|
|
MANULIFE DIRECT LENDING FUND, L.P. |
|
|
|
|
By:
|
Manulife DLF GP, L.P., its general partner |
|
By:
|
Manulife Investment Management Private Markets Holdings (US), LLC, its general partner |
|
|
|
|
|
By:
|
/s/Michael King |
|
|
Name:
|
Michael King |
|
|
Title:
|
Authorized Signatory |
|
|
|
|
MANULIFE INVESTMENT MANAGEMENT PRIVATE MARKETS (US) LLC |
|
|
|
|
By:
|
/s/Michael King |
|
Name:
|
Michael King |
|
Title:
|
Authorized Signatory |
VERIFICATION
The undersigned states that he has duly executed the foregoing application for and on behalf of the entities listed below; that he holds
office with such entity as indicated below and that all action by directors, officers, stockholders, general partners, trustees or members of each entity and any other body necessary to authorize the undersigned to execute and file such instrument
has been taken. The undersigned further states that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.
|
JOHN HANCOCK GA MORTGAGE TRUST |
|
|
|
|
By:
|
/s/Ian Roke |
|
Name:
|
Ian Roke |
|
Title:
|
Authorized Signatory |
|
|
|
|
JOHN HANCOCK GA SENIOR LOAN TRUST |
|
|
|
|
By:
|
/s/Ian Roke |
|
Name:
|
Ian Roke |
|
Title:
|
Authorized Signatory |
|
|
|
|
MANULIFE PRIVATE CREDIT FUND |
|
|
|
|
By:
|
/s/Ian Roke |
|
Name:
|
Ian Roke |
|
Title:
|
Authorized Signatory |
|
|
|
|
JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A) |
|
|
|
|
By:
|
/s/Michael King |
|
Name:
|
Michael King |
|
Title:
|
Authorized Signatory |
|
|
|
|
JOHN HANCOCK LIFE & HEALTH INSURANCE COMPANY |
|
|
|
|
By:
|
/s/Michael King |
|
Name:
|
Michael King |
|
Title:
|
Authorized Signatory |
|
|
|
|
JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK |
|
|
|
|
By:
|
/s/Michael King |
|
Name:
|
Michael King |
|
Title:
|
Authorized Signatory |
|
|
|
|
MANULIFE SDF SPV – OH, LLC |
|
|
|
|
By:
|
Manulife Senior Debt Fund OH, L.P., its member
|
|
By:
|
Manulife Investment Management Private Markets Holdings (US), LLC, its general partner |
|
|
|
|
|
By:
|
/s/ Michael King |
|
|
Name:
|
Michael King |
|
|
Title:
|
Authorized Signatory |
|
|
|
|
JOHN HANCOCK FUNDING COMPANY, LLC |
|
|
|
|
By:
|
/s/Michael King |
|
Name:
|
Michael King |
|
Title:
|
Authorized Signatory |
|
|
|
|
MDLF HOLDINGS ONSHORE LLC |
|
|
|
|
By:
|
Manulife DLF GP, L.P., its general partner |
|
By:
|
Manulife Investment Management Private Markets Holdings (US), LLC, its general partner |
|
|
|
|
|
By:
|
/s/Michael King |
|
|
Name:
|
Michael King |
|
|
Title:
|
Authorized Signatory |
|
|
|
|
MANULIFE DIRECT LENDING FUND (UNLEVERED) L.P. |
|
|
|
|
By:
|
Manulife DLF GP, L.P., its general partner |
|
By:
|
Manulife Investment Management Private Markets Holdings (US), LLC, its general partner |
|
|
|
|
|
By:
|
/s/Michael King |
|
|
Name:
|
Michael King |
|
|
Title:
|
Authorized Signatory |
|
|
|
|
MANULIFE DIRECT LENDING FUND, L.P. |
|
|
|
|
By:
|
Manulife DLF GP, L.P., its general partner |
|
By:
|
Manulife Investment Management Private Markets Holdings (US), LLC, its general partner |
|
|
|
|
|
By:
|
/s/Michael King |
|
|
Name:
|
Michael King |
|
|
Title:
|
Authorized Signatory |
|
|
|
|
MANULIFE INVESTMENT MANAGEMENT PRIVATE MARKETS (US) LLC |
|
|
|
|
By:
|
/s/Michael King |
|
Name:
|
Michael King |
|
Title:
|
Authorized Signatory |
EXHIBIT A
Resolutions of Board of Directors of John Hancock GA Mortgage Trust
Approval of Filing Section 17(d) Application for Co-Investment Relief
WHEREAS, the Board deems it is advisable and in the best interest of the Fund to file with the
U.S. Securities and Exchange Commission (the “Commission”) an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”),
to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated thereunder.
NOW, THEREFORE, BE IT RESOLVED, that the officers of Manulife Investment Management Private
Markets (US) LLC and the Fund be, and each of them hereby is, authorized and directed on behalf of the Fund and in its name and on behalf of the Fund, to prepare, execute, and cause to be filed with the Commission an Application for an Order of
Exemption, substantially in the form attached hereto as Exhibit A, and any amendments thereto, pursuant to Section 17(d) of the 1940 Act, and Rule 17d-1 promulgated under the 1940 Act, authorizing certain joint transactions that otherwise may be
prohibited by Section 17(d) of the 1940 Act; and it is further
RESOLVED, that the officers of the Fund be, and each of them hereby is, authorized and directed
to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution; and it is further
RESOLVED, that any and all actions previously taken by the Fund or any of its directors or
officers in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the Fund.
Resolutions of the Board of Trustees of John Hancock GA Senior Loan Trust
Approval of Filing Section 17(d) Application for Co-Investment Relief
WHEREAS, the Board deems it is advisable and in the best interest of the Fund to file with the
U.S. Securities and Exchange Commission (the “Commission”) an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”),
to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated thereunder.
NOW, THEREFORE, BE IT RESOLVED, that the officers of Manulife Investment Management Private
Markets (US) LLC and the Fund be, and each of them hereby is, authorized and directed on behalf of the Fund and in its name and on behalf of the Fund, to prepare, execute, and cause to be filed with the Commission an Application for an Order of
Exemption, substantially in the form attached hereto as Exhibit A, and any amendments thereto, pursuant to Section 17(d) of the 1940 Act, and Rule 17d-1 promulgated under the 1940 Act, authorizing certain joint transactions that otherwise may be
prohibited by Section 17(d) of the 1940 Act; and it is further
RESOLVED, that the officers of the Fund be, and each of them hereby is, authorized and directed
to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution; and it is further
RESOLVED, that any and all actions previously taken by the Fund or any of its directors or
officers in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the Fund.
Resolutions of the Board of Trustees of Manulife Private Credit Fund
Approval of Filing Section 17(d) Application for Co-Investment Relief
WHEREAS, the Board deems it is advisable and in the best interest of the Fund to file with the
U.S. Securities and Exchange Commission (the “Commission”) an application for an order pursuant to Sections 17(d) and 57(i) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17d-l promulgated thereunder (the “Application”),
to authorize the entering into of certain joint transactions that otherwise may be prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 promulgated thereunder.
NOW, THEREFORE, BE IT RESOLVED, that the officers of Manulife Investment Management Private
Markets (US) LLC and the Fund be, and each of them hereby is, authorized and directed on behalf of the Fund and in its name and on behalf of the Fund, to prepare, execute, and cause to be filed with the Commission an Application for an Order of
Exemption, substantially in the form attached hereto as Exhibit A, and any amendments thereto, pursuant to Section 17(d) of the 1940 Act, and Rule 17d-1 promulgated under the 1940 Act, authorizing certain joint transactions that otherwise may be
prohibited by Section 17(d) of the 1940 Act; and it is further
RESOLVED, that the officers of the Fund be, and each of them hereby is, authorized and directed
to take such further action and execute such other documents as such officer or officers shall deem necessary or advisable in order to effectuate the intent of the foregoing resolution; and it is further
RESOLVED, that any and all actions previously taken by the Fund or any of its
directors or officers in connection with the actions contemplated by the foregoing resolutions be, and each of them hereby is, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the Fund.
2