Northwestern Mutual Investment Management Company, LLC (“NMIMC”), a Delaware limited liability
company, is a wholly-owned subsidiary of The Northwestern Mutual Life Insurance Company
(“Northwestern Mutual”). Founded in 1857, Northwestern Mutual is a mutual insurance company
domiciled in the State of Wisconsin. NMIMC was formed in January 2015 from the merger of
Northwestern Mutual Capital, LLC and Northwestern Mutual Real Estate Investments, LLC, each a
previously wholly-owned subsidiary of Northwestern Mutual. NMIMC is registered as an investment
adviser with the SEC. NMIMC may also be referred to as “we,” “our,” or “us” throughout this brochure.
NMIMC provides investment advisory services to institutional clients through separately managed
accounts and private investment funds. We offer investment strategies and advice with respect to
privately placed debt and equity securities, real estate investments, publicly traded debt and equity
securities, derivatives and related investments. NMIMC supervises and directs the investments of client
accounts in accordance with the written investment objectives, policies and/or restrictions of each client.
Such objectives, policies and/or restrictions are generally established at the beginning of the client
relationship and reflected in a written investment management agreement or portfolio management
agreement (and, for private investment fund clients, the limited partnership agreement, or portfolio
management agreement, or collateral administration agreement) and may be amended from time to
time. Clients may impose restrictions on investing in certain securities or instruments, or types of
securities or instruments.
NMIMC consists of four divisions: (i) Northwestern Mutual Capital; (ii) Public Investments; (iii)
Northwestern Mutual Real Estate; and (iv) Investment Strategy. The divisions are not separate legal
entities or individually registered investment advisers. Rather, each division consists of teams of
investment professionals responsible for managing certain asset classes and investment strategies and
performing other responsibilities for NMIMC’s clients. Our advisory clients currently consist of (i)
Northwestern Mutual (for its general account and a separate account), (ii) certain wholly-owned
subsidiaries of Northwestern Mutual for their capital accounts, (iii) Northwestern Mutual Foundation, Inc.
(“Foundation”), Northwestern Mutual’s charitable foundation, and (iv) certain private investment funds
described below under “Private Funds - NMC” and “Private Funds – CLO”.
Northwestern Mutual Capital (“NMC”)
NMC supervises and directs the domestic and foreign privately placed (non-registered) debt and equity
investments of client portfolios. From time to time NMC may also provide investment advisory services
to clients with respect to a small number of public (registered) securities typically obtained in connection
with privately-placed investments (such as private equity securities that subsequently become registered,
registered securities received through an in-kind distribution in respect of limited partnership interests in
private equity funds, or investments with accompanying registration rights that are initially offered
pursuant to Rule 144A under the Securities Act of 1933, as amended). These services are currently
provided to Northwestern Mutual (for its general account and a separate account) and to our private
investment fund clients described below under “Private Funds - NMC”.
Public Investments (“PI”)
PI provides investment management and investment advisory services with respect to domestic and foreign
public debt investments, other debt investments such as leveraged and syndicated loans, and related
derivatives investments. These services are provided to Northwestern Mutual (for its general account and a
separate account) and certain Northwestern Mutual wholly owned subsidiaries for their capital accounts. PI
is also the portfolio manager and collateral manager for Collateralized Loan Obligation (“CLO”) portfolios
described below under “Private Funds – CLO”.
Northwestern Mutual Real Estate (“NMRE”)
NMRE provides investment management and investment advisory services with respect to real estate
investments. These services are provided to Northwestern Mutual for its general account. NMRE does not
manage assets for non-affiliated clients.
Investment Strategy Department (“ISD”)
ISD has responsibility for leading Northwestern Mutual’s strategic asset allocation strategy and managing its
composite investment portfolios and equity index strategies (for its general account and a separate account).
ISD is also responsible for managing the assets of the Foundation and for the selection and oversight of
unaffiliated external managers appointed by NMIMC to manage certain sleeves of assets of Northwestern
Mutual accounts. ISD does not provide services to other clients.
Private Funds - NMC
NMIMC provides portfolio management and investment advisory and sub-advisory services to private
investment funds, the interests of which are offered to qualified investors on a private placement basis (each
a “Private Fund - NMC” and collectively the “Private Funds - NMC”). NMC provides services to Private Fund
– NMC clients. NMIMC tailors its investment advisory services with respect to each of the Private Funds -
NMC in accordance with the investment objectives and guidelines set forth in the relevant Private Fund’s –
NMC limited partnership agreement, confidential private placement memorandum and/or other governing
documents (“Fund Documents”). The Private Funds – NMC are generally expected to invest alongside one or
more Northwestern Mutual affiliated accounts, including Northwestern Mutual’s general account, for certain
investment strategies. The investment strategy, associated risks and other information for each Private Fund
- NMC is described in the confidential private placement memorandum and other Fund Documents of the
relevant Private Fund – NMC and in other sections of this brochure.
NMIMC provides investment advice directly to the Private Funds - NMC, subject to the discretion and control
of the general partner, in accordance with each Private Fund’s - NMC investment guidelines and restrictions.
Such investment advice is generally not tailored to the individual needs of the investors in the Private Funds
- NMC. An investment in a Private Fund – NMC does not in itself create an advisory relationship between the
Private Fund – NMC investors and NMIMC or the general partner. Investors in a Private Fund - NMC must
consider for themselves whether the Private Fund – NMC meets their individual objectives and risk tolerances
prior to investing and should consult their own advisers concerning investment, legal, business, tax and other
related matters concerning an investment in a Private Fund - NMC. While investors in the Private Funds -
NMC participate in the Private Fund’s – NMC overall investment program, subject to rights to be excused
from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the
Fund Documents, the Private Fund – NMC or its general partner has entered, and is permitted in the future
to enter, into side letters or other similar agreements with specific investors. Side letters and similar
agreements have the effect of establishing rights under, or altering or supplementing the terms of, the
investor’s subscription agreement. The terms of a side letter govern only with respect to such investor and
not the Private Fund’s - NMC other investors. For more information on side letters, see Item 11 below and
the applicable Fund Documents.
As of the date of this firm brochure, our Private Fund – NMC clients consist of the funds identified below.
Northwestern Mutual Funds
NMIMC serves as portfolio manager and investment adviser for a private co-investment equity fund strategy
that has been implemented in collaboration with other Northwestern Mutual affiliates and made available to
eligible and qualified investors on Northwestern Mutual’s brokerage and wealth management platforms
(each a “Northwestern Mutual Fund” and collectively the “Northwestern Mutual Funds”). The first
Northwestern Mutual Fund, identified below, launched in September 2021 and makes investments alongside
Northwestern Mutual and other accounts managed by NMIMC in directly originated private equity co-
investments in performing, high-quality, middle-market companies.
• Northwestern Mutual Private Equity Co-Investment Fund I, LP, a Delaware limited partnership
• Northwestern Mutual Private Equity Co-Investment Fund II, LP, a Delaware limited partnership
• Northwestern Mutual Private Equity Co-Investment Fund III, LP, a Delaware limited partnership
The general partners, NMPE I GP, LLC, NMPE II GP, LLC, and NMPE III GP, LLC are Delaware limited liability
companies are controlled by NMIMC and operates as part of its advisory business. The general partners are
subject to the Investment Advisers Act of 1940, as amended (the “Advisers Act”) pursuant
to NMIMC’s
registration in accordance with SEC guidance. This brochure also describes the business practices of the
general partner, which operates as a single advisory business together with NMIMC.
Strategic Institutional Funds
NMIMC serves as portfolio manager and sub-adviser for a private junior capital fund strategy that has been
implemented through a strategic partnership with RREEF America L.L.C., an SEC-registered investment
adviser and part of the global investment business of DWS Group GmbH & Co. KGaA (a/k/a DWS Group)
(“RREEF”) and made available to eligible institutional investors identified by RREEF and/or NMIMC (each a
“Strategic Institutional Fund” and collectively the “Strategic Institutional Funds”). The first of these Strategic
Institutional Funds identified below, launched in February 2021 and, together with any parallel investment
entities, feeder vehicles or alternative investment vehicles, make investments alongside Northwestern
Mutual and other accounts managed by NMIMC in private equity sponsored, privately offered junior debt
capital structures, including second lien debt, mezzanine debt and payment-in-kind security interests, and
opportunistically makes equity co-investments in conjunction with these junior debt capital investments.
• Four Columns Junior Capital Fund VI, L.P., a Delaware limited partnership
• Four Columns Junior Capital Fund VI-A, L.P., a Delaware limited partnership
RREEF serves as fund manager and investment adviser for the Strategic Institutional Funds. The general
partner, FC JCAF VI GP, LLC, a Delaware limited liability company, is not affiliated with NMIMC and is not part
of NMIMC’s advisory business; accordingly, the general partner does not rely on NMIMC’s registration with
the SEC.
Northwestern Mutual Capital Private Equity Partners, LP
NMIMC serves as portfolio manager and sub-advisor to the Northwestern Mutual Private Equity Partners, LP
(“NMCPEP”), a Delaware limited partnership and a private fund. NMCPEP is a joint venture between AlpInvest
US Holdings, LLC, (“AlpInvest”), a Delaware limited liability company and the investment adviser to NMCPEP
and NMIMC on behalf of The Northwestern Mutual Life Insurance Company (“NML”) and its affiliates
established to purchase certain private equity investments from NML and its affiliates maintaining a minority
interest in the assets through an investment into NMCPEP. NMCPEP was formed on December 31, 2023, and
was funded after the close of business December 31, 2023. NW Alp GP, LLC, (“NW Alp GP”), a Delaware
limited liability company is the General Partner of NMCPEP.
The general partner, NW Alp GP, LLC, is not affiliated with NMIMC and is not part of NMIMC’s advisory
business; accordingly, the general partner does not rely on NMMC’s registered with the SEC. NW Alp GP, LLC
is an affiliate of AlpInvest. The advisor, AlpInvest, is subject to the Advisers Act pursuant to its registration in
accordance with SEC guidance and is not affiliated with NMIMC’s advisory business or The Northwestern
Mutual Life Insurance Company and its affiliates.
NMC Co-Invest Funds
NMIMC serves as portfolio manager and investment adviser for the following Private Funds (the “NMC Co-
Invest Funds”), all of which are organized as Delaware limited partnerships. Certain NMC Co-Invest Funds are
private equity funds that made investments alongside Northwestern Mutual and other accounts managed by
NMIMC in directly originated private equity co-investments in performing, high-quality, middle-market
companies. The other NMC Co-Invest Funds invest primarily in privately placed debt instruments and make
investments alongside Northwestern Mutual and other accounts managed by NMIMC in private equity
sponsored, privately offered junior debt capital structures, including second lien debt, mezzanine debt and
payment-in-kind security interests, and also opportunistically made equity co-investments in conjunction
with these junior debt capital investments. The NMC Co-Invest Funds are available to a life insurance company
with whom NMC has a long-standing investor relationship.
The general partners of the NMC Co-Invest Funds, all organized as Delaware limited liability companies, are
controlled by NMIMC and operate as part of its advisory business. Each general partner is subject to the
Advisers Act pursuant to NMIMC’s registration in accordance with SEC guidance. This brochure also
describes the business practices of the general partners, which operate as a single advisory business
together with NMIMC.
The NMC Co-Invest Funds and the general partners of each are identified in the table below.
NMC Co-Invest Funds General Partner
Northwestern Mutual Capital Strategic Equity Fund I, LP Northwestern Mutual Capital GP, LLC
Northwestern Mutual Capital Strategic Equity Fund III, LP
Northwestern Mutual Capital Mezzanine Fund III, L.P.
Northwestern Mutual Capital GP III, LLC
Northwestern Mutual Capital Strategic Equity Fund IV, LP
Northwestern Mutual Capital Mezzanine Fund IV, L.P.
Northwestern Mutual Capital GP IV, LLC
NMC V Equity Fund, LP
NMC V Mezz Fund, LP
NMC V GP, LLC
NMC VI Equity Fund, LP NMC VI GP, LLC
Each NMC Co-Invest Fund is closed to new capital commitments. Finally, Northwestern Mutual Capital
Strategic Equity Fund I, LP was dissolved January 3, 2024 and the partnership Northwestern Mutual Capital
GP, LLC is expected to dissolve during 2024.
Private Funds – CLO
NMIMC serves as portfolio manager and collateral manager for CLOs, Private Funds that are structured as
issuers of collateralized loan obligations (each a “Private Fund - CLO” and collectively the “Private Funds -
CLO”), the securities of which are offered to qualified investors on a private placement basis.
NMIMC provides investment advice directly to the CLOs in accordance with the investment objectives and
guidelines set forth in the relevant offering circular, indenture, collateral administration agreement, portfolio
management agreement, and/or other governing documents (“CLO Governing Documents”). Such
investment advice is generally not tailored to the individual needs of the investors/note holders of each CLO.
An investment in a Private Fund – CLO does not in itself create an advisory relationship between the Private
Fund – CLO investors and NMIMC. Investors/note holders in a CLO must consider for themselves whether the
CLO meets their individual objectives and risk tolerances prior to investing and should consult their own
advisers concerning investment, legal, business, tax and other related matters concerning an investment in a
Private Fund - CLO. The Private Funds – CLO will not invest alongside, but may concurrently invest in the same
or similar loans with any of the Northwestern Mutual affiliated accounts. The Northwestern Mutual Life
Insurance Company (“NMLIC”) and its affiliates may be the owner of the subordinated note equity tranche of
the CLO note structure. The parameters of the underlying loan collateral for the CLO portfolio will generally
be determined in the course of negotiation of the CLO Governing Documents by NMIMC along with other
deal participants, including placement agents, rating agencies and investors. The collateral in the CLOs is
expected to consist primarily of investment grade and below investment grade secured or unsecured bank
loans and other securities and instruments incidental to the managed investments of the CLOs, including
short term investments and derivatives, as appropriate. The collateral, investment strategy and NMIMC’s
advisory services, and the associated risks and conflicts of interest and other information for each CLO, are
described in the CLO Governing Documents of the relevant Private Fund – CLO and in other sections of this
brochure.
For detail on fees, please refer to Item 5 and Item 6.
As of December 31, 2023, NMIMC managed approximately $281.3 billion of client assets. These assets
are generally managed on a discretionary basis, however certain clients reserve the right to approve
certain investments which NMIMC has recommended, depending upon the type and amount of the
investment. NMIMC’s assets under management primarily consist of the assets of its parent,
Northwestern Mutual, and its related entities. As of December 31, 2023, these entities represented
approximately $279.2 billion of NMIMC’s $281.3 billion of regulatory assets under management
(“RAUM”).
This brochure generally includes disclosure about investment advisory services NMIMC provides to third-
party clients and affiliates. While much of this brochure applies to all third-party clients and affiliates,
certain information included herein applies to specific third-party clients or affiliates only. This brochure
does not constitute an offer to sell or solicitation of an offer to buy any securities. NMIMC may offer any
advisory services, engage in any investment strategy and make any investment, including any not described
in this brochure, that NMIMC considers appropriate, subject to each client’s investment objectives and
guidelines.