The Firm is a UK-based limited liability partnership incorporated September 15, 2010, with its principal
place of business in London, England. The Firm is authorized and regulated by the Financial Conduct
Authority in the United Kingdom, provides advisory and sub-advisory services to non-U.S. and U.S.
institutional managed accounts and pooled investment vehicles on either a discretionary or non-
discretionary basis.
The direct owner of the Firm is Man Investments Holdings Ltd. (UK), an indirect wholly-owned subsidiary
of Man Group plc. Man Group plc is a public company listed on the London Stock Exchange and is a
component of the FTSE 250 Index. Man Group plc, through its investment management subsidiaries
(collectively, “Man”), is a global alternative investment management business and provides a range of fund
products and investment management services for institutional and private investors globally. Man had
approximately $67.5 billion assets under management (AUM) as at 31 December 2023.1 Man Global
Private Markets (UK) Limited is doing business as Man Group which represents the marketing name of the
Firm.
The Firm provides investment management and advisory services (either directly or as a sub-adviser) to (1)
affiliated and non-affiliated pooled investment vehicles (the “Funds” and, each, a “Fund”) that are exempt
from registration under the Investment Company Act of 1940 (the “Investment Company Act”) and (2)
separately managed accounts (the “Separate Accounts” and, together with the Funds, the “Clients”). A
Fund may be established in many different types of corporate structures. Certain Funds are closed for
additional investors or investments. Each Separate Account is typically structured in the form of an
investment vehicle customized for such Separate Account. The Firm also provides advisory and other
services on a non-discretionary basis to Clients.
The Firm’s advisory business seeks attractive returns primarily through investments in real estate assets
(either directly or through the use of special purpose vehicles (“SPVs”)) focused primarily on: (1)
commercial real estate debt, including commercial mortgage-backed securities (“CMBS”), regarding
properties located in the United States, the UK or Europe; (2) short-term residential development loans in
Ireland; (3) single family homes located in the United States held in fee simple2 and leased to tenants using
a “buy-to-rent” or “build-to-rent” strategy; and (4) U.S. residential debt, including non-performing and re-
performing loans (“NPL/RPLs”), refurbishment loans and rental debt. The strategies include both direct
and indirect lending (together, the “Real Estate Strategy Lending Business”) and (5) credit risk sharing
(CRS) transactions, including synthetic risk transfer securitizations (SRTs). Each CRS transaction generally
includes two or more tranches that pay different premia and subjects investors to potential impairment of
principal based on credit loss allocation and therefore each tranche will have different return profiles. .The
Firm provides investment advice to each Fund according to such Fund’s particular investment objectives,
strategies and guidelines regarding the types of securities the Fund will invest in and portfolio limits (if
any), as set forth in the applicable offering document, investment management agreement and/or any other
governing document (the “Governing Documents”) and not individually to the investors in the Fund.
The Firm tailors its advisory services for Separate Accounts in accordance with the applicable Governing
Documents between the Firm and the relevant Separate Account.
Certain affiliated advisory firms may be considered to be “Participating Affiliates” of the Firm (as that term
is used in relief granted by the staff of the Securities and Exchange Commission (“SEC”)) allowing
1 Man assets under management as stated in the Man Group plc Annual Report include advisory-only assets over
which Man has no decision making or trading authority and dedicated managed account platform services for which
Man provides platform and risk management services but does not provide investment management services.
2 Fee simple means a permanent and absolute tenure of an estate in land with freedom to dispose of it at will.
investment advisers registered with the SEC to use portfolio management, operations, and trading resources
of advisory affiliates and personnel subject to the supervision of an SEC-registered adviser.
Professionals
from such Participating Affiliates may render portfolio management, valuation, operations, hedge fund
research, due diligence, risk management, trading or other related services to the Firm’s clients and/or the
Firm as affiliated “associated persons” of the Firm and are subject to supervision by the Firm. In addition,
the Firm may provide portfolio management, risk management, hedge fund research or due diligence to the
Participating Affiliates under separate services agreements. Fees may be paid by and received from the
parties under these arrangements.
The Firm does not participate in wrap fee programs.
Man Global Private Markets U.K. Ltd. complies with applicable U.S. securities regulations only with
respect to its U.S. clients.
Man provides a number of centralized functions to the Firm, which includes trading, financing and cash
management, risk management, operations, middle office accounting, finance, human resources, facilities,
tax, legal, compliance, information technology, among other such services. The Firm utilizes financing and
cash management, client servicing, sales and marketing capabilities of its affiliates in providing services to
its clients.
The Firm may utilize the investment management, trading research, operational, administrative, and other
functions of its affiliates. The Firm may provide the same types of services to its affiliates with regards to
Non-U.S. investments.
Side Letters
As a general matter, the Firm owes certain fiduciary duties to each Client, which requires that the Firm act
in good faith and in what the Firm considers to be the best interests of the Client. In doing so, the Firm also
will endeavor to act in a manner that ensures the fair treatment of the respective Client’s investors. The
Firm may, without the approval of any investor, from time to time enter into agreements with certain
investors that provide for terms that are different from those described in the pertinent offering document
(“side letters”). Such side letters or other similar agreements may not impose any additional obligations or
liabilities on any other investor not party to such agreement. In exercising discretion in causing a Client to
enter into a side letter, the Firm will disclose any material terms of such side letter to other investors.
Otherwise, absent an agreement to the contrary, the Firm (or its affiliates) may from time to time enter into
side letter or similar agreements with certain investors that may provide for terms of investment that are
more favorable than the terms described in the respective Client’s governing documents without providing
prior notice to, or receiving consent from, existing investors.
The types of investors who receive preferential treatment, or have the right to receive preferential treatment,
may include: (1) cornerstone investors or investors of strategic importance to the Client; (2) investors
complying with specific legal, tax and/or regulatory requirements; (3) affiliates of the Firm; and (4) seed
investors.
Rights or terms that a side letter may alter may include, but are not limited to: (1) rights or terms necessary
in light of particular legal, regulatory or public policy characteristics of an investor; (2) preferential fee
terms; (3) preferential terms relating to liquidity and/or transfer; (4) enhanced transparency and reporting;
and (5) “most favored nation” rights. Such side letters or similar agreements will not, however, combine
preferential information rights with preferential redemption rights to the detriment of other investors.
RAUM
As of December 31, 2023, the Firm had approximately $2.775 billion in regulatory assets under
management (“RAUM”). The Firm’s RAUM is composed of approximately $2.462 in regulatory assets
under management that is managed on a discretionary basis and approximately $312.7 million in regulatory
assets under management that it managed on a non-discretionary basis. For purposes of the calculation of
RAUM, the Firm has included Client portfolios that only hold direct real estate equity, real estate debt, or
direct loans which may not be deemed securities.
This brochure generally includes information about the Firm and its relationships with its Clients and
affiliates. While much of this brochure applies to all such Clients and affiliates, certain information
included herein applies to specific Clients or affiliates only.