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John Hancock GA Mortgage Trust - Application for Co-Investment Order Under Investment Company Act

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Summary

The SEC published notice of an application from John Hancock GA Mortgage Trust and affiliated entities requesting an order under sections 17(d) and 57(i) of the Investment Company Act of 1940 and rule 17d-1. The applicants seek relief to permit business development companies (BDCs) and closed-end management investment companies to co-invest in portfolio companies with each other and with affiliated investment entities. The application was filed June 4, 2025, and amended three times, most recently on March 19, 2026.

Published by SEC on regulations.gov . Detected, standardized, and enriched by GovPing. Review our methodology and editorial standards .

What changed

The SEC published notice of an application from 18 John Hancock and Manulife affiliated entities seeking an order under the Investment Company Act of 1940 to permit co-investment transactions among business development companies, closed-end management investment companies, and affiliated investment entities that would otherwise be prohibited under sections 17(d) and 57(a)(4) and rule 17d-1.

Affected parties include BDCs, closed-end investment companies, and registered investment advisers affiliated with the Manulife/John Hancock group. If the order is granted, it would enable these entities to participate in joint investment opportunities, potentially increasing deal flow and capital efficiency. Interested persons, including competing investment companies, may wish to monitor this application or request a hearing to contest the relief.

What to do next

  1. Monitor the application status on regulations.gov
  2. Submit hearing requests to SEC Secretary by May 5, 2026 if seeking to contest the application
  3. Contact SEC Division of Investment Management at (202) 551-6825 for further information

Archived snapshot

Apr 15, 2026

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Content

April 10, 2026.

ACTION:

Notice.

Notice of application for an order under sections 17(d) and 57(i) of the Investment Company Act of 1940 (the “Act”) and rule
17d-1 under the Act to permit certain joint transactions otherwise prohibited by sections 17(d) and 57(a)(4) of the Act and
rule 17d-1 under the Act.

Summary of Application:

Applicants request an order to permit certain business development companies (“BDCs”) and closed-end management investment
companies to co-invest in portfolio companies with each other and with certain affiliated investment entities.

Applicants:

John Hancock GA Mortgage Trust, John Hancock GA Senior Loan Trust, Manulife GA Trust, Manulife Private Credit Fund, John
Hancock CQS Multi Asset Credit Fund, John Hancock CQS Asset Backed Securities Fund, Manulife Investment Management Private
Markets (US) LLC, John Hancock Investment Management LLC, CQS (US), LLC, John Hancock Life Insurance Company (U.S.A.), John
Hancock Life & Health Insurance Company, John Hancock Life Insurance Company of New York, Manulife SDF SPV—OH, LLC, John Hancock
Funding Company, LLC, MDLF Holdings Onshore LLC, Manulife Direct Lending Fund (Unlevered) L.P., and Manulife Direct Lending
Fund, L.P.

Filing Dates:

The application was filed on June 4, 2025, and amended on September 19, 2025, January 23, 2026, and March 19, 2026.

Hearing or Notification of Hearing:

An order granting the requested relief will be issued unless the Commission orders a hearing. Interested persons may request
a hearing on any application by emailing the SEC's Secretary at Secretarys-Office@sec.gov and serving the Applicants with a copy of the request by email, if an email address is listed for the relevant Applicant below,
or personally or by mail, if a physical address is listed for the relevant Applicant below. The email should include the file
number referenced above. Hearing requests should be received by the Commission by 5:30 p.m., Eastern time, on May 5, 2026,
and should be accompanied by proof of service on the Applicants, in the form of an affidavit or, for lawyers, a certificate
of service. Pursuant to rule 0-5 under the Act, hearing requests should state the nature of the writer's interest, any facts
bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who
wish to be notified of a hearing may request notification by emailing the Commission's Secretary at Secretarys-Office@sec.gov.

ADDRESSES:

The Commission: Secretarys-Office@sec.gov. Applicants: E. David Pemstein, John Hancock GA Mortgage Trust, John Hancock GA Senior Loan Trust, Manulife GA Trust, Manulife
Private Credit Fund, John Hancock CQS Multi Asset Credit Fund, John Hancock CQS Asset Backed Securities Fund c/o John Hancock
Life Insurance Company (U.S.A.), DPemstein@jhancock.com; Mark P. Goshko, Esq., K&L Gates LLP, Mark.Goshko@klgates.com; and George J. Zornada, Esq., K&L Gates LLP, George.Zornada@klgates.com.

FOR FURTHER INFORMATION CONTACT:

Jill Ehrlich, Senior Counsel, or Adam Large, Senior Special Counsel, at (202) 551-6825 (Division of Investment Management,
Chief Counsel's Office).

SUPPLEMENTARY INFORMATION:

For Applicants' representations, legal analysis, and conditions, please refer to Applicants' third amended application, filed
March 19, 2026, which may be obtained via the Commission's website by searching for the file number at the top of this document,
or for an Applicant using the Company name search field, on the SEC's EDGAR system. The SEC's EDGAR system may be searched
at https://www.sec.gov/search-filings. You may also call the

  SEC's Office of Investor Education and Advocacy at (202) 551-8090.

For the Commission, by the Division of Investment Management, under delegated authority.

Sherry R. Haywood, Assistant Secretary. [FR Doc. 2026-07241 Filed 4-14-26; 8:45 am] BILLING CODE 8011-01-P

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Named provisions

Section 17(d) Section 57(a)(4) Rule 17d-1 Investment Company Act of 1940

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Last updated

Classification

Agency
SEC
Published
April 10th, 2026
Comment period closes
May 5th, 2026 (19 days)
Instrument
Notice
Legal weight
Non-binding
Stage
Final
Change scope
Substantive
Document ID
File No. SEC-2026-2323-0001
Docket
SEC-2026-2323-0001

Who this affects

Applies to
Fund managers Investors Financial advisers
Industry sector
5231 Securities & Investments
Activity scope
Co-investment transactions BDC investments Closed-end fund investments
Geographic scope
United States US

Taxonomy

Primary area
Securities
Operational domain
Legal
Topics
Investment Companies Asset Management

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