Manulife Private Credit Fund Completes Merger with John Hancock Comvest Private Income Fund

Manulife Private Credit Fund (MPCF) has completed a previously announced merger with John Hancock Comvest Private Income Fund (JHCPIF). The transaction, which was originally agreed upon on June 22, 2026, was finalized on September 30, 2026.

The merger structure involved two steps. First, Merger Sub, a wholly-owned subsidiary of JHCPIF, 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. As a result of these mergers, MPCF’s separate existence ceased.

Under the terms of the Merger Agreement, each outstanding share of MPCF’s Class NAV common shares was converted into the right to receive shares of JHCPIF’s Class I common shares. The exchange ratio was determined on a net asset value-for-net asset value basis. Specifically, the ratio is calculated by dividing the MPCF Per Share NAV by the JHCPIF Per Share NAV. These values are derived from the closing net asset values of each fund as of a mutually agreed determination date, which occurs no earlier than 48 hours before the effective time of the merger.

On September 29, 2026, the parties entered into an amendment to the Merger Agreement. This amendment modified the handling of fractional shares and book-entry shares. Under the amended terms, fractional shares of JHCPIF Class I common shares will be issued in book-entry form and aggregated for each record holder, rounded to three decimal places. Additionally, holders of Book-Entry Shares will not be required to deliver a letter of transmittal; instead, the Exchange Agent will credit the applicable account and mail a transaction notice.

At the effective time of the First Merger, the investment advisory agreement and service agreement between MPCF and its adviser, Manulife Investment Management Private Markets (US) LLC, were terminated. Concurrently, the named executive officers and directors of MPCF ceased to hold those positions at the effective time of the First Merger.

Separately, on September 29, 2026, the Dividend Committee of MPCF declared a final dividend per share on the Company Common Shares. This dividend will be paid in cash on a date following the closing of the mergers to shareholders of record as of the closing date.