Manulife Investment Management Private Markets US LLC

Item 5 – Fees and Compensation
    A. & B. Overview

    Manulife IM PM (US) is compensated under various fee structures depending on the client and
    strategy. All fees are negotiable and the charging methodology is documented in a written
    agreement with the client. Unless otherwise indicated in Item 5, Manulife IM PM (US) services
    are generally only offered “qualified purchasers” as defined in Section 2(a)(51)(A) of the
    Investment Company Act of 1940 (“1940 Act”). Accordingly, SEC rules permit Manulife IM PM
    (US) to omit its specific strategy fee schedules from this brochure for those strategies.

    In certain cases, clients can elect to have fees billed directly, deducted from client distributions, or
    deducted from client assets by the custodian. For other clients, the Firm can have fees deducted from
    income or proceeds that would otherwise be distributed by the custodian. The Firm generally bills
    fees directly on a monthly, quarterly, or semi-annual basis. Unless otherwise agreed to in the client’s
    written agreement, upon termination of an account, any prepaid, unearned fees will be promptly
    refunded, and any earned, unpaid fees, will be due and payable. Fees will be calculated on a pro-
    rated basis according to the number of days elapsed in the billing period.

    Manulife IM PM (US)’s fees are exclusive of other fees and expenses incurred by or on behalf of
    the client, as documented in the client’s written agreement. If the Firm or its affiliates pay any such
    expenses, the client will reimburse them.

    The following outlines the types of fee arrangements under which Manulife IM PM (US) is
    compensated. See Item 10.C. for conflicts related to these arrangements.

    Fee Arrangements for Private Placement & Bond Investment Strategies— Junior
    Credit, Senior Loans, Private Equity Investments (Including Fund Investments)

    Asset-Based Management Fees—Manulife IM PM (US) receives management fees for providing
    discretionary and non-discretionary investment advisory and consultancy services. Depending on
    the client, these fees are payable quarterly in advance, or monthly, quarterly, or semi-annually in
    arrears. Any advance payment for less than a full quarter will be prorated based on days elapsed.
    Fees are individually negotiated and generally rage from 0.05% to 1.5% per annum of:

          • A client's assets under management
          • A client's outstanding principal amount of securities
          • A client’s funding/capital commitment, capital invested, or fair market value, subject in
            some cases to adjustment according to predetermined formulas (including lead investor
            breakpoints)

As provided for in certain private fund agreements, the management fee allocable to limited partners
can be reduced or offset by certain other fees received by Manulife IM PM (US) or its affiliates.

Performance-Based Fees—In addition to asset-based fees, clients in junior credit, senior loan, or
private equity strategies can pay performance-based fees, including carried interests to the fund’s
general partner and/or Manulife IM PM (US). The general partner for most clients is a related party
of Manulife IM PM (US). In these cases, the general partner or Manulife IM PM (US) can earn
between 5% to 20% of fund profits, subject to a preferred return hurdle and a predetermined
distribution waterfall.

Fee Arrangements for Private Placement & Bond Investment Strategies—Other Private
Placement & Bond Portfolios

Manulife IM PM (US) receives management fees for discretionary and non-discretionary
investment advisory, consultancy, and sub-advisory services. These fees are individually negotiated
with the client or investment adviser and currently range from .066% to 1.5% per annum, based on
market value. Depending on the agreement, fees are calculated monthly or quarterly by Manulife
IM PM US or the client’s representative, using market values established by the Firm or other
designated party.

Fee Arrangements for Credit Support Services

Manulife IM PM (US) provides non-binding credit review and advisory services related to non-US
private placement notes, bonds and other private investments issued outside the United States by
non-U.S. entities. These services are currently only provided only to Manulife IM PM (US)
affiliates for proprietary investment activities. Fees are calculated and billed monthly, quarterly, or
semi-annually in arrears, and are structured either as a percentage of assets under management or
on a cost-plus (mark-up) basis.
Fee Arrangements for Real Estate Finance Group Investments Strategies

Fees for the Real Estate Finance Group’s commercial real estate mortgage loans strategy are
negotiable and documented in a written agreement with the client. For comingled funds, fee
arrangements are also outlined in the private placement memorandum and other offering
documents. Generally, clients pay a quarterly management fee in arrears—which can include
origination, portfolio management, and servicing components—based on the average account value
as of the last day of each month or quarter during the calendar quarter.

Fee Arrangements for Global Real Estate Group Investments Strategies

Manulife IM PM (US)’s fees for the Manulife Global Real Estate Group’s strategies are negotiable
documented in a written agreement with the client. For commingled funds, fee arrangements are
also outlined in the private placement memorandum and other offering documents. Generally, for
equity strategies, clients pay an investment and asset management fees each calendar quarter in
arrears, based on the average net asset value as of the last day of each month, quarter, or year.

Clients will typically also pay a separate acquisition fee for each new portfolio property, calculated
on the gross purchase price and payable at closing. Advisory fees can include compensation for
...

Item 7 – Types of Clients

     Manulife IM PM (US) provides advisory services to institutional and other sophisticated investors,
     including insurance companies; pension and profit-sharing plans (including government plans);
     sovereign funds; public and private investment companies (registered or unregistered); and
     affiliated accounts (which includes certain affiliated insurance company clients). Manulife IM PM
     (US) is permitted to provide services to additional types of clients. For purposes of this brochure,
     investors in private funds advised by the Firm are not considered the Firm’s clients; each private
     fund is considered the Firm’s client.

     The Firm does not impose specific requirements for opening or maintaining an advisory account

      beyond know-your-customer and other regulatory requirements. Generally, Manulife IM PM (US)
      offers investment advisory services only to funds and other institutional or sophisticated investors
      as described above. Private investment funds specify investor suitability requirements in their
      governing documents.