John Hancock Comvest Private Income Fund Completes Acquisition of Manulife Private Credit Fund

John Hancock Comvest Private Income Fund (JHCPIF) has completed its previously announced acquisition of Manulife Private Credit Fund (MPCF). The transaction was executed on September 30, 2026, pursuant to an Agreement and Plan of Merger originally dated June 22, 2026.

The merger structure involved two steps. First, Merger Sub merged with and into MPCF, with MPCF continuing as the surviving entity. Immediately following this step, MPCF was merged with and into JHCPIF, with JHCPIF continuing as the surviving entity.

Shareholders of MPCF, specifically holders of its Class NAV common shares, were converted into the right to receive shares of JHCPIF’s Class I common shares. The number of shares received is determined by an exchange ratio calculated on a net asset value-for-net asset value basis. The actual issuance of shares will occur after the JHCPIF Adviser and the MPCF Adviser confirm their written agreement to the Closing Net Asset Values, which is scheduled to happen no earlier than 48 hours prior to the effective time of the merger.

On September 29, 2026, JHCPIF entered into Amendment No. 1 to the Merger Agreement. This amendment modified the terms regarding the issuance of fractional shares and the processing of book-entry shares. Under the amendment, fractional shares of JHCPIF Class I Common Shares will be issued in book-entry form with no cash paid in lieu of the fractions. Additionally, holders of Book-Entry Shares will not be required to deliver surrender documentation; instead, the Exchange Agent will credit their accounts and mail a transaction notice.

On September 24, 2026, JHCPIF held a special meeting of shareholders. Shareholders approved the Merger Agreement with 20,510,379.74 votes in favor and zero votes against or abstentions.

Separately, on September 30, 2026, JHCPIF entered into a Fifth Amended and Restated Expense Limitation and Reimbursement Agreement with its adviser, Comvest Credit Managers, LLC. This agreement requires the adviser to pay, absorb, or reimburse all of JHCPIF’s operating expenses above 0.80% of the value of JHCPIF’s monthly net assets.