Manulife Private Credit Fund

09/30/2026 | Press release | Distributed by Public on 09/30/2026 15:20

Notification of Withdrawal of Election (Form N-54C)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-54C

NOTIFICATION OF WITHDRAWAL OF ELECTION TO BE SUBJECT TO

SECTIONS 55 THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940

FILED PURSUANT TO SECTION 54(c) OF THE INVESTMENT COMPANY ACT OF 1940

The undersigned business development company hereby notifies the Securities and Exchange Commission that it withdraws its election to be subject to sections 55 through 65 of the Investment Company Act of 1940 (the "Act"), pursuant to the provisions of section 54(c) of the Act, and in connection with such notice of withdrawal of election submits the following information:

Manulife Private Credit Fund

(Name of Company)

197 Clarendon Street

Boston, MA 02116

(Address of Principal Business Office)

(617) 663-3000

Telephone Number (including area code)

814-01664

File Number under the Securities Exchange Act of 1934

In addition to completing the cover page, a company withdrawing its election under section 54(a) of the Act must state one of the following bases for filing the notification of withdrawal:

☐ A. The company has never made a public offering of its securities; does not have more than 100 security holders for purposes of section 3(c)(1) of the Act and the rules thereunder; and does not propose to make a public offering.
☐ B. The company (1) has distributed substantially all of its assets to its security holders and has effected, or is in the process of effecting, a winding-up of its affairs, and (2) is not liquidating as part of a merger.
☒ C. The company has (1) sold substantially all of its assets to another company; or (2) merged into or consolidated with another company. Give the name of the other company and state whether the other company is a registered investment company, a company excluded from the definition of an investment company by section 3(c)(1) of the Act, a business development company, or none of the above.
☐ D. The company has changed the nature of its business so as to cease to be a business development company, and such change was authorized by the vote of a majority of its outstanding voting securities or partnership interests. Describe the company's new business. Give the date of the shareholders' or partners' meeting and the number of votes in favor of and opposed to the change.
☐ E. The Company has filed a notice of registration under section 8 of the Act. State the filing date of the company's notice of registration (Form N-8A) under the Act.
☐ F. Other. Explain the circumstances surrounding the withdrawal of election.

On September 30, 2026, pursuant to the Agreement and Plan of Merger, dated as of June 22, 2026, by and among Manulife Private Credit Fund (the "Company"), John Hancock Comvest Private Income Fund ("JHCPIF"), John Hancock Comvest Merger Sub LLC, a wholly-owned direct consolidated subsidiary of JHCPIF, and for certain limited purposes, Comvest Credit Managers, LLC, investment adviser to JHCPIF, and Manulife Investment Management Private Markets (US) LLC, investment adviser to the Company, the Company merged with and into JHCPIF with JHCPIF as the surviving corporation, at which time the separate corporate existence of the Company ended. JHCPIF is incorporated in Delaware and has elected to be regulated as a business development company under section 54(a) of the Act.

Pursuant to the requirements of the Securities Exchange Act of 1934, JHCPIF, as successor by merger to the Company, has caused this notification to be signed on its behalf by the undersigned duly authorized person.

SIGNATURE

Pursuant to the requirements of the Act, the undersigned company has caused this notification of election to be subject to sections 55 through 65 of the Act to be duly signed on its behalf in the City of West Palm Beach and State of Florida on the 30th day of September, 2026.

John Hancock Comvest Private Income Fund, as successor by merger to Manulife Private Credit Fund
By:

/s/ Robert O'Sullivan

Name: Robert O'Sullivan
Title: Chairman and Chief Executive Officer
Attest:

/s/ Cecilio M. Rodriguez

Name: Cecilio M. Rodriguez
Title: Chief Financial Officer
Manulife Private Credit Fund published this content on September 30, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on September 30, 2026 at 21:20 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]