Agreements and Transactions with Related Parties |
6 Months Ended |
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Jun. 30, 2025 | |
| Related Party Transactions [Abstract] | |
| Agreements and transactions with related parties | Note 4 – Agreements and transactions with related parties Manulife Investment Management Private Markets (US) LLC (the Advisor) serves as investment advisor for the Fund. The Fund does not have a principal underwriter. The Fund has entered into a Placement Agency Agreement with John Hancock Investment Management Distributors LLC (the Distributor), an affiliate of the Advisor, to offer to sell shares of the Fund. The Advisor is an indirect wholly-owned subsidiary of Manulife Financial Corporation (MFC), and the Distributor is an indirect, principally owned subsidiary of John Hancock Life Insurance Company (U.S.A.), which in turn is a subsidiary of MFC. Management fee. The Fund has an investment management agreement with the Advisor under which the Fund pays an annual fee rate of 1.25% of monthly net assets. The management fee is payable monthly in arrears. The Advisor contractually agrees to limit its management fee for the Fund (excluding any incentive fee) to an annual rate of 1.00% of monthly net assets. This agreement expires on October 3, 2025, 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 contractually agrees to reduce the Fund management fee, or, if necessary, make payment to the Fund, in an amount equal to the amount by which the expenses of the Fund, incurred in the ordinary course of the Fund’s business, exceed 0.50% of monthly net assets (on an annualized basis) of the Fund. For purposes of this agreement, “expenses of the Fund” means all expenses of the Fund, excluding (a) management and incentive fees, (b) interest expense and other borrowing related costs, fees and expenses, (c) taxes, (d) portfolio brokerage commissions, (e) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the business of the Fund, (f) short dividends and (g) cashiering or other investment servicing fees. This agreement expires on October 3, 2025, 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 expense reductions described above amounted to $241,277 and $466,823 for the three and six months ended June 30, 2025, respectively. The expense reductions described above amounted to $639,029 and $919,774 for the three and six months ended June 30, 2024, respectively. Expenses waived or reimbursed in the current fiscal period are not subject to recapture in future fiscal periods. The management fee, including the impact of the waivers and reimbursements as described above, incurred for the three and six months ended June 30, 2025, was equivalent to a net annual effective rate of 0.61% and 0.56%, respectively, of the Fund’s average monthly net assets. The management fee, including the impact of the waivers and reimbursements as described above, incurred for the three and six months ended June 30, 2024, was equivalent to a net annual effective rate of 0.00% of the Fund’s average monthly net assets. On July 16, 2025, the Fund entered into an Expense Limitation and Reimbursement Letter Agreement and Contractual Fee Waiver Notice (the “Expense Limitation Agreement”) with the Advisor, effective as of October 4, 2025. For additional information on the Expense Limitation Agreement, see Note 10. Subsequent Events. Incentive fee. The Fund has agreed to pay the Advisor an Incentive Fee commencing on and after October 3, 2024. A portion of the incentive fee is based upon pre-incentive fee net investment income and a portion is based on capital gains. Incentive Fee Based on Income The first part of the Incentive Fee, referred to as the “Incentive Fee on Income,” is based on “Pre-Incentive Fee Net Investment Income Returns.” Pre-Incentive Fee Net Investment Income Returns means, as the context requires, either the dollar value of, or percentage rate of return on, the value of net investment income, which will include interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the month, minus our operating expenses accrued for the month (including the Management Fee, any fee waiver or expense limitation by the Advisor, expenses payable under the Service Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the Incentive Fee on Income and any shareholder servicing and/or distribution fees). Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The Incentive Fee on Income will be calculated and accrued on a monthly basis while being determined and payable in arrears as of the end of each calendar quarter beginning on and after the commencement of the first calendar quarter following October 3, 2024. With respect to the Fund, the Incentive Fee on Income is earned on Pre-Incentive Fee Net Investment Income Returns and compared to a “hurdle rate” of return of 1.50% per quarter (6.00% annualized) and for each calendar quarter will be calculated as follows: (i) No Incentive Fee on Income will be payable in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.50% per quarter, or 6.00% annualized, based on the Fund’s average beginning monthly net assets for the applicable quarterly payment period. (ii) 100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.715% (6.86% annualized) of the average beginning monthly net assets of the Fund for the applicable quarterly payment period. This portion of Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.715%) is referred to as the “catch-up.” The “catch-up” is meant to provide the Advisor with approximately 12.5% of our Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.715% in any calendar quarter and (iii) 12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.715% (6.86% annualized) of the Fund’s average beginning monthly net assets for the applicable quarterly payment period. This reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5% of all Pre-Incentive Fee Net Investment Income Returns thereafter are allocated to the Advisor. Incentive Fee Based on Capital Gains The second component of the Incentive Fee, referred to as the Incentive Fee on Capital Gains, is determined and payable at the end of each calendar year in arrears commencing with the end of the first calendar year after October 3, 2024. The amount payable equals: (i) 12.5% of cumulative realized capital gains net of cumulative realized capital losses and cumulative unrealized capital depreciation commencing from October 3, 2024 through the end of such calendar year, less the aggregate amount of any previously paid Incentive Fee on Capital Gains as calculated in accordance with GAAP. Each year, the fee paid for the Incentive Fee on Capital Gains is net of the aggregate amount of any previously paid Incentive Fee on Capital Gains for all prior periods. The Fund will accrue, but will not pay, an Incentive Fee on Capital Gains with respect to unrealized appreciation because an Incentive Fee on Capital Gains would be owed to the Advisor if the Fund was to sell the relevant investment and realize a capital gain. In no event will the Incentive Fee on Capital Gains payable pursuant to this Agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof. Any of the fees payable to the Advisor under the Investment Advisory Agreement for any partial period will be appropriately prorated. The Advisor is under no obligation to repay any Incentive Fees previously paid by the Fund. For the three and six months ended June 30, 2025, the incentive fee amounted to $402,599 and $825,475, respectively. As of June 30, 2025 and December 31, 2024, $631,157 and $469,067 remained payable, respectively. During the three and six months ended June 30, 2024, there was no incentive fee charged as commencement of the incentive fee had not yet occurred. Accounting and legal services. The Fund has entered into a service agreement with the Advisor, under which the Advisor is responsible for providing, at the expense of the Fund, various administrative, accounting and legal services, including treasury, valuation, and portfolio and cash management services. Pursuant to a separate service level agreement between the Advisor and John Hancock Investment Management LLC (JHIM), JHIM is responsible for providing certain financial, accounting and administrative services such as legal, tax, accounting, financial reporting and performance, compliance and service provider oversight services. The Fund shall reimburse the Advisor for all expenses associated with providing all such financial, accounting and administrative services. These accounting and legal services fees incurred for the three and six months ended June 30, 2025 amounted to an annual rate of 0.03% of the Fund’s average monthly net assets. These accounting and legal services fees incurred for the three and six months ended June 30, 2024 amounted to an annual rate of 0.02% of the Fund’s average monthly net assets. Trustee expenses. The Fund compensates each Trustee who is not an employee of the Advisor or its affiliates. Co-investment. co-invest with affiliates if certain conditions are met. For example, the Advisor makes an independent determination of the appropriateness of the investment for the Fund. Also, a “required majority” (as defined in the 1940 Act) of the Fund’s independent Trustees make certain conclusions in connection with a co-investment transaction as set forth in the Exemptive Order, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to the Fund and shareholders and do not involve overreaching by the Fund or shareholders on the part of 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. During the three and six months ended June 30, 2025, commitments entered into by the Fund pursuant to the Exemptive Order amounted to $46,655,917 and $82,232,191, including unfunded commitments of $20,441,672 and $34,435,432, respectively. During the three and six months ended June 30, 2024, commitments entered into by the Fund pursuant to the Exemptive Order amounted to $37,231,534 and $67,474,023, including unfunded commitments of $12,694,640 and $20,744,005, respectively.
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