Proxy Statement (Form DEF 14A)

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by Party other than the Registrant ☐

Check the appropriate box:

MANULIFE PRIVATE CREDIT FUND

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

MANULIFE PRIVATE CREDIT FUND

200 Berkeley Street

Boston, Massachusetts 02116

November 7, 2025

Dear Shareholder:

Shareholders of the Manulife Private Credit Fund (the "Fund") are being asked to approve a subadvisory agreement between Manulife Investment Management Private Markets (US) LLC and Comvest Credit Advisors, LLC with respect to the Fund. To consider and vote on this matter, a Special Meeting of Shareholders of the Fund will be held at 200 Berkeley Street, Boston, Massachusetts 02116, on November 19, 2025 at 2:00 P.M., Eastern Time. We encourage you to read the attached materials in their entirety.

The enclosed proxy statement sets forth the proposal on which you are being asked to vote. Accordingly, you will find a detailed explanation of the proposal in the enclosed proxy materials.

We Need Your Vote of Approval

After careful consideration, the Board, including a majority of the Trustees who are not "interested persons" (as defined in the Investment Company Act of 1940, as amended) of the Fund, approved the proposal, subject to shareholder approval, and recommends that shareholders vote "FOR" the approval, but the final approval requires your vote. The enclosed proxy statement, which I strongly encourage you to read before voting, contains further explanation and important details regarding the proposal.

How to vote

Please read the enclosed proxy statement and vote your shares by proxy by returning the enclosed proxy card. Voting today will save on the potential cost of future mailings to obtain shareholder votes.

Sincerely,

MANULIFE PRIVATE CREDIT FUND

200 Berkeley Street

Boston, Massachusetts 02116

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

SCHEDULED FOR NOVEMBER 19, 2025

To the Shareholders of the Fund:

Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of Manulife Private Credit Fund (the "Fund") will be held at 200 Berkeley Street, Boston, Massachusetts 02116, on November 19, 2025 at 2:00 P.M., Eastern Time. A Proxy Statement, which provides information about the purpose of the Meeting, is included with this Notice. The Meeting will be held for the following purpose:

Any other business that may properly come before the Meeting or any adjournment of the Meeting.

The Board recommends that shareholders vote "FOR" the Proposal.

Each shareholder of record at the close of business on September 30, 2025 is entitled to receive notice of, and to vote at, the Meeting and at any adjournment thereof.

Whether or not you expect to attend the Meeting, please complete and return the enclosed proxy card in the accompanying envelope. No postage is necessary if mailed in the United States. If shareholders do not return their proxies in sufficient numbers, it may result in the need for additional shareholder solicitation efforts.

Sincerely,

Christopher Sechler

Secretary and Chief Legal Officer

November 7, 2025

Boston, Massachusetts

Your vote is important - Please vote your shares promptly.

Shareholders are invited to attend the Meeting in person. Any shareholder who does not expect to attend the Meeting is urged to vote by completing the enclosed proxy card, dating and signing it, and returning it in the envelope provided, which needs no postage if mailed in the United States.

MANULIFE PRIVATE CREDIT FUND

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD NOVEMBER 19, 2025

TABLE OF CONTENTS

MANULIFE PRIVATE CREDIT FUND

(the "Fund")

200 Berkeley Street

Boston, Massachusetts 02116

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD NOVEMBER 19, 2025

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation by the Board of Trustees (the "Board" or "Trustees") of the Fund of proxies to be used at a Special Meeting of shareholders of the Fund (the "Meeting") to be held at 200 Berkeley Street, Boston, Massachusetts 02116, on November 19, 2025 at 2:00 P.M., Eastern Time. Pursuant to the Amended and Restated Agreement and Declaration of Trust of the Fund, and the By-Laws of the Fund, the Board has designated September 30, 2025 as the record date for determining shareholders eligible to vote at the Meeting (the "Record Date"). All shareholders of record at the close of business on the Record Date are entitled to one vote for each share of beneficial interest ("shares") held, and each fractional share shall be entitled to a proportionate fractional vote. This Proxy Statement is first being sent to shareholders on or about November 7, 2025.

We are urging all shareholders to take advantage of voting by mail as provided on the attached proxy card.

The Fund. The Fund is an externally managed, diversified closed-end management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund is a non-exchange traded, perpetual-life BDC, which is a BDC whose shares of beneficial interest are not listed for trading on a stock exchange or other securities market. At the sole discretion of the Board and provided that it is in the best interest of the Fund and shareholders to do so, the Fund intends to provide a limited degree of liquidity to shareholders by conducting repurchase offers generally quarterly; however, there can be no assurance that any such tender offers will be conducted on a quarterly basis or at all. The Fund is only offered to "accredited investors" within the meaning of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), non-U.S. investors within the meaning of Regulation S under the Securities Act, and other investors eligible to invest in a private placement.

Investment Advisor. Manulife Investment Management Private Markets (US) LLC (the "Advisor")serves as investment advisor to the Fund. The Advisor also provides various administrative, accounting and legal services, including treasury, valuation, and portfolio and cash management services, to the Fund pursuant to a services agreement with the Fund. Currently, the management of the Fund's investment portfolio is the responsibility of the Advisor's Senior Loan Investment Committee (the "Investment Committee"), which is comprised of seven members. Also, pursuant to a separate service level agreement between the Advisor and John Hancock Investment Management LLC ("JHIM"), JHIM is responsible for providing certain financial, accounting and administrative services such as legal, tax, accounting, financial reporting and performance, compliance and service provider oversight services.

The office of the Advisor is located at 200 Berkeley Street, Boston, Massachusetts 02116, and its ultimate parent entity is Manulife Financial Corporation ("MFC"), a publicly traded company based in Toronto, Canada. MFC is the holding company of The Manufacturers Life Insurance Company and its subsidiaries. John Hancock Life Insurance Company (U.S.A.) and its subsidiaries ("John Hancock") offer a broad range of financial products and services, including whole, term, variable, and universal life insurance, as well as college savings products, mutual funds, fixed and variable annuities, long-term care insurance and various forms of business insurance. Additional information about John Hancock may be found on its website at johnhancock.com.

The Advisor's parent company has been helping individuals and institutions work toward their financial goals since 1862. The Advisor offers investment solutions managed by institutional money managers, taking a disciplined team approach to portfolio management and research, leveraging the expertise of seasoned investment professionals. The Advisor has been managing closed-end funds since 1971. As of June 30, 2025, the Advisor had total assets under management of approximately $55.9 billion.

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MFC is a leading international financial services group with principal operations in Asia, Canada and the United States. Operating primarily as John Hancock in the United States and Manulife elsewhere, it provides financial protection products and advice, insurance, as well as wealth and asset management services through its extensive network of solutions for individuals, groups and institutions. Its global headquarters are in Toronto, Canada, and it trades as 'MFC' on the Toronto Stock Exchange, NYSE, and the Philippine Stock Exchange, and under '945' in Hong Kong. MFC can be found on the Internet at manulife.com.

Subject to general oversight by the Board, the Advisor manages and supervises the investment operations and business affairs of the Fund. The Advisor has the authority to select, contract with and compensate one or more subadvisors to manage all or a portion of the Fund's portfolio assets, subject to oversight by the Advisor. In this role, the Advisor has supervisory responsibility for managing the investment and reinvestment of the Fund's portfolio assets through proactive oversight and monitoring of the subadvisor and the Fund. The Advisor is responsible for developing overall investment strategies for the Fund and overseeing and implementing the Fund's continuous investment programs and provides a variety of advisory oversight and investment research services. The Advisor also provides management and transition services associated with certain Fund events (e.g., strategy, portfolio manager, or subadvisor changes) and coordinates and oversees services provided under other agreements.

The Advisor has ultimate responsibility to oversee a subadvisor and recommend to the Board its hiring, termination, and replacement. In this capacity, the Advisor, among other things: (i) monitors the compliance of any subadvisor with the investment objectives and related policies of the Fund; (ii) monitors significant changes that may impact the subadvisor's overall business and regularly performs due diligence reviews of the subadvisor; (iii) reviews the performance of the subadvisor; and (iv) reports periodically on such performance to the Board. The Advisor employs a team of investment professionals who provide these ongoing research and monitoring services.

Placement Agent. John Hancock Investment Management Distributors LLC, located at 200 Berkeley Street, Boston, Massachusetts 02116, serves as the placement agent to the Fund.

Proposal. Shareholders of the Fund are being asked to approve a subadvisory agreement between the Advisor and Comvest Credit Advisors, LLC ("Comvest" or the "Subadvisor") with respect to the Fund. Comvest, a registered investment adviser, is a Delaware limited liability company and an affiliate of, and under common control with, the Advisor, as MFC is the indirect controlling parent company of both the Advisor and Comvest. The Fund's investment objective and strategies will not change as a result of the appointment of Comvest as subadvisor to the Fund because a majority of the members of the Fund's Investment Committee will continue to manage the Fund's portfolio under Comvest, subject to the oversight by the Advisor discussed above. Messrs. Vipon Guy and Brian Albert will no longer be members of the Investment Committee.

The Fund will furnish, without charge, a copy of its most recent annual report on Form 10-K to any shareholder upon request. Requests should be directed to Manulife Private Credit Fund, 200 Berkeley Street, Boston, MA 02116, or by calling (617) 663-4775. The annual report is also available on the Internet at www.sec.gov.

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PROPOSAL - Approval of a Subadvisory Agreement between Manulife Investment Management Private Markets (US) LLC and Comvest Credit Advisors, LLC

INTRODUCTION

At its in-person meeting held on October 22, 2025, the Board, including a majority of the Trustees who are not "interested persons" (as defined in the 1940 Act) of the Fund (the "Independent Trustees"), approved the subadvisory agreement for the Fund between the Advisor and Comvest (the "Subadvisory Agreement"). Shareholders of the Fund are being asked to approve the Subadvisory Agreement.

The Board approved the appointment of Comvest as a subadvisor to the Fund and the Subadvisory Agreement, subject to shareholder approval. If shareholders approve the proposal, Comvest will be appointed as the subadvisor for the Fund effective January 1, 2026 or such later date as the officers of the Fund may choose.

INFORMATION ABOUT THE SUBADVISOR

Comvest is a registered investment adviser with the SEC under the Investment Advisers Act of 1940, as amended, and is a Delaware limited liability company. The Comvest family of companies was founded in 2000 and provides investment supervisory services to its clients, including business development companies and private investment funds. Comvest advises funds that invest primarily in North American direct lending. On November 3, 2025, MFC acquired a majority stake in Comvest's holding company (the "Acquisition") to create an aligned private credit asset management platform, with the majority of the Advisor's Investment Committee expected to join Comvest's credit team. In connection with the closing of the Acquisition, Comvest became an affiliate of, and under common control with, the Advisor, as MFC is the indirect controlling parent company of both the Advisor and Comvest.

The principal offices of Comvest are located at 360 S. Rosemary Avenue, Suite 1700, West Palm Beach, FL 33401. As of September 30, 2025, the Subadvisor, together with its affiliates, managed approximately $16.6 billion in client assets on a discretionary basis.¹

If approved by shareholders, the Subadvisor will, at the direction of the Advisor, manage the investments and determine the composition of the assets of the Fund. As noted above, the Fund's investment objective, process and strategy will not change as a result of the appointment of Comvest as subadvisor to the Fund.

The names, titles, and principal occupations of the officers of the Subadvisor are set forth below. The business address for each person listed below is 360 S. Rosemary Ave., Suite 1700, West Palm Beach, FL 33401.

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THE SUBADVISORY AGREEMENT

Summary of the Subadvisory Agreement. The Subadvisory Agreement, if approved by shareholders as proposed, will provide that the Subadvisor manages the investment and reinvestment of the assets of the Fund, subject to the supervision of the Board and the Advisor. The Subadvisor formulates and implements a continuous investment program for the Fund consistent with the Fund's investment objective and policies outlined in the Fund's registration statement. The Subadvisor implements such programs by purchases and sales of securities, instruments and other assets (including the placing of orders or the usage of special purpose vehicles for such purchases and sales), entering into derivative transactions to the extent authorized by its registration statement, and managing all cash in the Fund, and regularly reports to the Advisor and the Board with respect to the implementation of such programs. The Subadvisor, at its expense, furnishes all necessary investment and management facilities, including salaries of personnel required for it to execute its duties, as well as administrative facilities, including bookkeeping, clerical personnel, and equipment necessary for the conduct of the investment affairs of the Fund.

Pursuant to the Subadvisory Agreement, if approved by shareholders as proposed, the Subadvisor will receive compensation (the "Subadvisory Fee"), which will be paid by the Advisor, at the annual rate set forth in the table below, accrued and paid in such manner and in such intervals as the management fee is accrued and paid with respect to the Advisor. The applicable fee rate will be determined by reference to the "Aggregate AUM" (as summarized below and set forth in Appendix A to the Subadvisory Agreement in Schedule A to this proxy statement). The Subadvisor will not be entitled to any portion of the incentive fee that the Advisor may be entitled to receive with respect to the Fund.

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"Aggregate AUM" means, as of any month-end (or as of such other time as the management fee with respect to the Advisor is accrued), the sum of (i) book value (amortized cost) of the aggregate senior loan assets owned by any foreign or domestic company that is directly or indirectly a subsidiary of (or otherwise owned or controlled by) MFC ("MFC Entity") and managed by the Subadvisor, plus (ii) the aggregate net asset value of the shares owned by a MFC Entity of each of: (a) John Hancock GA Senior Loan Trust; (b) the Fund; (c) Manulife GA Senior Loan Trust; (d) any future registered or unregistered investment company or BDC that primarily invests in senior loan assets that is also managed by the Subadvisor, provided the controlling shareholder thereof is a MFC Entity; and (e) any successor (whether via merger, reorganization or other transaction) of any of the foregoing investment companies and/or BDCs that is managed by the Subadvisor.

For purposes of determining the Subadvisory Fee, Aggregate AUM shall be calculated so as to exclude any duplication as well as the assets in the entities listed in (ii) above held by accounts managed by a MFC Entity for third party clients and assets owned indirectly by a MFC entity through an Entity which such MFC Entity does not control.

The description of Aggregate AUM above is a summary. For a complete description of the definition of Aggregate AUM see Appendix A to the Subadvisory Agreement set forth in Schedule A to this proxy statement.

The Subadvisory Agreement, if approved by shareholders as proposed, will become effective on the date of its execution and will remain in effect for an initial two-year term. Thereafter, the Subadvisory Agreement will continue in effect from year to year if its continuance is approved annually by either the Board or the vote of a majority of the outstanding shares of the Fund, respectively, provided that, in either event, the continuance also is approved by a majority of the Independent Trustees by vote cast at a meeting called for the purpose of voting on such approval. The Subadvisory Agreement also provides that it will terminate automatically in the event of its "assignment" (as defined in the 1940 Act) or in the event the advisory agreement between the Advisor and the Fund terminates for any reason. Under its terms, the Subadvisory Agreement is terminable without penalty, on 60 days prior written notice to the Advisor and Subadvisor, by the Board or by a vote of a majority of the outstanding shares of the Fund, or by the Advisor or Subadvisor on 60 days prior written notice to the Fund and the other party.

The Subadvisory Agreement, if approved by shareholders as proposed, will provide that, in the absence of willful misfeasance, bad faith, or gross negligence in the performance of, or from the reckless disregard of, its obligations to the Fund, the Subadvisor and any director, officer, member, agent, associated persons, secondees or employee thereof, will not be liable to the Fund, for any loss suffered by the Advisor or the Fund resulting from its acts or omissions as Subadvisor to the Fund.

The form of Subadvisory Agreement between the Advisor and Comvest is attached hereto as Schedule A. Please take the time to read the Subadvisory Agreement. The description of the Subadvisory Agreement provided herein is only a summary.

Summary of the Board's Consideration of the Subadvisory Agreement.

At an in-person Board meeting held on October 22, 2025, the Advisor recommended to the Board that the Board appoint Comvest as the Fund's subadvisor. Following the closing of the Acquisition, which occurred after the Board meeting, Comvest is an affiliate of, and under common control with, the Advisor as MFC is the indirect controlling parent company of both the Advisor and Comvest. The Board, including a majority of the Independent Trustees, approved the appointment of Comvest as a subadvisor to the Fund and the Subadvisory Agreement at its in-person meeting held on October 22, 2025.

In considering the approval of the proposed Subadvisory Agreement with Comvest, the Board received in advance of the meeting a variety of materials relating to the Fund, the Advisor and the Subadvisor. The Board was also provided with information during oral presentations made at the meeting. The Board took into account its consideration of the factors it considered with its annual evaluation of the advisory agreement, as well as information presented at other meetings during the year. Throughout the process, the Trustees were afforded the opportunity to ask questions of and request additional information from management. The Board also considered other factors it deemed relevant in its evaluation of the proposed Subadvisory Agreement, including the potential benefits that the Fund, and its shareholders, may realize through having a subadvisor. The Board also considered conditions and trends prevailing generally in the economy, the securities markets and the industry. The Board also considered the affiliation of the Advisor with

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Comvest following the closing of the Acquisition, noting any potential conflicts of interest. The Board did not treat any single factor as determinative, and each Trustee may have attributed different weights to different factors. Throughout the evaluation process, the Board was assisted by Fund counsel and the Independent Trustees were also separately assisted by independent legal counsel. The Independent Trustees also received a memorandum from their independent legal counsel discussing the legal standards for their consideration of the proposed approval of the Subadvisory Agreement. The Board specifically reviewed and analyzed the factors as set forth below.

Nature, Extent and Quality of Services. The Board considered information regarding the nature, extent and quality of investment management services to be provided by Comvest. The Board received and reviewed information provided to the Board by Comvest relating to its operations and personnel, descriptions of its organization, management, and compensation structure, and information regarding its compliance program and regulatory history. The Board took into account Comvest's investment process, philosophy, and financial condition. The Board also considered that the same core members of the Senior Credit Team would continue to manage the Fund, while at the same time the Fund could benefit from the additional resources at Comvest. Following consideration of such information, the Board was satisfied with the nature, extent and quality of services to be provided by Comvest to the Fund and its shareholders.

Subadvisor Fees. The Board considered that the Fund pays advisory fees to the Advisor, and that, in turn, the Advisor pays the Subadvisory Fee to the Subadvisor. The Board also considered the Fund's Subadvisory Fee is the same as the advisory fee paid to Comvest for managing senior loan investments held by Manulife and its subsidiaries ("Manulife Senior Loan Assets") and that the Subadvisory Fee has breakpoints as the amount of these senior loan investments increase. The Board concluded that the Subadvisory Fee is reasonable in relation to the level and quality of services provided under the Subadvisory Agreement.

Subadvisor Performance. The Board considered the Fund's performance as compared to the Fund's peer group median and the benchmark index and noted that a majority of the members of the Investment Committee of the Advisor currently managing the Fund will continue to manage the Fund.

Profitability/Fall-Out Benefits. The Board considered the anticipated impact on the profitability of the Advisor and its affiliates as a result of the proposed subadvisor appointment. In doing so, the Board considered information presented by the Advisor regarding the net profitability to the Advisor and its affiliates with respect to the Fund following the proposed subadvisor appointment; and information regarding any potential conflicts of interest the Advisor might have in connection with the Fund's Subadvisory Agreement. The Board also considered that the Subadvisor may receive an indirect reputational benefit from its relationship with the Fund and, as subadvisor, will gain additional assets under management, which could be perceived positively in the market. Based upon its review, the Board concluded that the projected level of profitability, if any, of the Advisor and its affiliates from their relationship with the Fund was reasonable and not excessive.

Economies of Scale. The Board reviewed and considered the extent to which economies of scale would be realized as the Fund grows and as Manulife Senior Loan Assets grow and whether fee levels reflect these economies of scale for the benefit of Fund shareholders.

REQUIRED VOTE

Approval of the Subadvisory Agreement requires the approval of the holders of a majority of the Fund's outstanding voting securities, which means the lesser of: (a) 67% of the shares of the Fund present or represented by proxy at a meeting if the holders of more than 50% of the outstanding shares are present or represented at the meeting; or (b) more than 50% of outstanding shares of the Fund.

SHAREHOLDERS AND VOTING INFORMATION

For purposes of the 1940 Act, any person who owns "beneficially" more than 25% of the outstanding shares of the Fund is presumed to "control" the Fund. Shares are generally deemed to be beneficially owned by a person who has the power to vote or dispose of the shares. Consequently, an entity that is deemed to have the power to vote or dispose of more than 25% of the shares of the Fund will be presumed to control the Fund.

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Certain affiliated funds may invest in the Fund, including as of the Record Date. To eliminate any potential conflict of interest, the adviser to the affiliated fund (the "Affiliated Fund Adviser") will "mirror vote" shares of the Fund owned by an affiliated fund. Mirror voting involves voting in proportion to the percentage of favorable and unfavorable votes cast by the Fund's other shareholders. However, in the event that there are no shares voted by other shareholders for the Affiliated Fund Adviser to mirror vote, the Proxy Voting Committee of the Affiliated Fund Adviser will determine how to vote such shares.

Information regarding the number of shares outstanding for the Fund, and share ownership of the Fund, as of the Record Date or such other recent date as may be indicated, is set forth in Schedule B ("Outstanding Shares and Share Ownership") to this Proxy Statement.

The Fund will furnish, without charge, a copy of its most recent annual report on Form 10-K to any shareholder upon request. Requests should be directed to Manulife Private Credit Fund, 200 Berkeley Street, Boston, MA 02116, or by calling (617) 663-4775. The annual report is also available on the Internet at www.sec.gov.

VOTING PROCEDURES

The proposal requires the affirmative vote of a majority of the Fund's outstanding voting securities, which means the lesser of: (a) 67% of the shares of the Fund present or represented by proxy at a meeting if the holders of more than 50% of the outstanding shares are present or represented at the meeting; or (b) more than 50% of outstanding shares of the Fund.

Proxies may be revoked at any time prior to the voting of the shares represented thereby by: (i) submitting to the Fund a written notice of revocation or a subsequently executed proxy; (ii) by calling the toll-free telephone number; or (iii) attending the Meeting and voting in person. All valid proxies will be voted in accordance with specifications thereon, or in the absence of specifications, for approval of the proposal.

Shareholders do not have dissenters' rights of appraisal in connection with the proposal. If sufficient proxies are not obtained to approve the proposal, the Board will consider what other action is appropriate and in the best interests of shareholders.

Quorum. Shareholders of record at the close of business on the Record Date will be entitled to vote at the Meeting or any adjournment of the Meeting. The holders of one-quarter of the issued and outstanding shares of the Fund at the close of business on that date present in person or by proxy will constitute a quorum for the Meeting. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

Shareholders are entitled to one vote for each share held, and each fractional share shall be entitled to a proportionate vote.

In the event the necessary quorum to transact business or the vote required to approve the proposal is not present at the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting in accordance with applicable law to permit further solicitation of proxies. The chair of the Meeting may adjourn the Meeting to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the date, time and place are announced at the Meeting at which the adjournment is taken. No shareholder vote is required for adjournment. At the adjourned meeting, the Fund may transact such business which properly may have been transacted at the Meeting. Any adjourned meeting may be held as adjourned one or more times without further notice on a date that is a reasonable time after the date of the Meeting.

Abstentions. Abstentions (i.e., shares held by brokers or nominees as to which: (i) instructions have not been received from the beneficial owners or the persons entitled to vote; and (ii) the broker or nominee indicates on the proxy that it does not have discretionary voting power on a particular matter) are counted as shares entitled to vote and present at the Meeting in determining whether a quorum is present but do not count as votes cast "for" the proposal. An abstention will not be counted as a vote cast on the proposal.

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Broker "Non-Votes." The Fund understands that, under the rules of the New York Stock Exchange (the "NYSE"), broker-dealer firms that hold shares of a fund in "street name" may, for certain "routine" matters, grant discretionary authority to the proxies designated by the Board to vote without instructions from their customers and clients if no instructions have been received prior to the date specified in the broker-dealer firm's request for voting instructions. "Broker non-votes" are shares held by brokers or nominees, typically in "street name," for which the broker or nominee returns a completed proxy but are not voted because instructions have not been received from beneficial owners or persons entitled to vote and the broker or nominee does not have discretionary authority to vote such shares on a particular matter. Broker non-votes typically occur when both routine and non-routine proposals are being considered at a meeting. The proposal described in this Proxy Statement is not considered a "routine" matter for which, under the rules of the NYSE, uninstructed shares may be voted by broker-dealers. As a result, it is expected that there will not be broker non-votes at the Meeting.

Cost of Preparation of Proxy Materials. The costs of the preparation of these proxy materials, which are expected to be approximately $50,000, will be borne by the Advisor.

Solicitation and Distribution of Proxies. In addition to the preparation of these proxy materials, proxies will be mailed and may be solicited by telephone, by fax, by email, or in person by the Trustees, officers and employees of the Fund; by personnel of the Advisor, their affiliates, or by broker-dealer firms. The costs of the distribution of these proxy materials and any proxy solicitation will be borne by the Advisor.

OTHER MATTERS

The Board does not know of any matters to be presented at the Meeting other than those described in this Proxy Statement. If any other matters properly come before the Meeting, the shares represented by proxies will be voted in accordance with the best judgment of the person or persons voting the proxies.

The Fund is not required to hold annual meetings of shareholders and, therefore, it cannot be determined when the next meeting of shareholders will be held. Shareholder proposals to be presented at any future meeting of shareholders of the Fund must be received by the Fund a reasonable time before the Fund's solicitation of proxies for that meeting in order for such proposals to be considered for inclusion in the proxy materials related to that meeting.

BY ORDER OF THE BOARD OF TRUSTEES

November 7, 2025

Boston, Massachusetts

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE . IF SHAREHOLDERS DO NOT RETURN THEIR PROXIES IN SUFFICIENT NUMBERS, IT MAY RESULT IN THE NEED FOR ADDITIONAL SHAREHOLDER SOLICITATION EFFORTS.

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SCHEDULES

PROXY STATEMENT OF

MANULIFE PRIVATE CREDIT FUND

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD NOVEMBER 19, 2025

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SCHEDULE A

Manulife Private Credit Fund

FORM OF SUBADVISORY AGREEMENT

This AGREEMENT (this "Agreement") is made as of this __ day of ______, 2026 (the "Effective Date"), by and between Manulife Investment Management Private Markets (US) LLC, a Delaware limited liability company (the "Adviser"), and Comvest Credit Advisors, LLC, a Delaware limited liability company (the "Subadviser"). In consideration of the mutual covenants contained herein, the parties agree as follows:

The Subadviser undertakes to act as the investment subadviser to and, subject to the supervision of the Board of Trustees (the "Board" or the "Trustees") of Manulife Private Credit Fund (the "Portfolio") and the terms of this Agreement, to manage the investment and reinvestment of the assets of the Portfolio. The Subadviser shall be an independent contractor and will have no authority to act for or represent the Portfolio or Adviser in any way or otherwise be deemed an agent unless expressly authorized in this Agreement or in another writing by the Portfolio and/or Adviser, as applicable.

A-1

A-2

The Subadviser is authorized from time to time when deemed to be in the best interests of the Portfolio and to the extent permitted by applicable laws and regulations including the Investment Company Act, to purchase and/or sell securities in which the Subadviser or any of its affiliates underwrites, deals in and/or makes a market and/or may perform or seek to perform investment banking services for issuers of such securities.

For the services provided to the Portfolio, the Adviser will pay the Subadviser with respect to the Portfolio the compensation specified in Appendix A to this Agreement.

A-3

The parties hereto acknowledge that Trustees, officers, agents and shareholders of the Portfolio are or may be interested in the Subadviser as trustees, officers, partners or otherwise; that employees, agents and partners of the Subadviser are or may be interested in the Portfolio as trustees, officers, shareholders or otherwise; that the Subadviser may be interested in the Portfolio; and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided in the Agreement and Declaration of Trust of the Portfolio and the limited liability company agreement of the Subadviser, respectively, or by specific provision of applicable law.

The Subadviser shall submit to all applicable regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other materials which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations.

A-4

The Adviser shall promptly furnish the Subadviser from time to time with copies of all amendments of or supplements to the foregoing, if any.

The Subadviser agrees not to use the names, or any derivatives of the names "Manulife," "John Hancock," "Manulife Investment Management Private Markets (US) LLC" or the names of any such entities' affiliates in any prospectus, sales literature or other material relating to the Portfolio without first obtaining the applicable entity's express, written consent prior to the use of such name. For the avoidance of doubt and notwithstanding anything to the contrary contained herein, Adviser acknowledges and agrees that Subadviser may disclose any information required to be disclosed under applicable law, including pursuant to the Investment Advisers Act.

This Agreement may be amended by the parties if and only if such amendment is specifically approved by the vote of a majority of the Trustees of the Portfolio and by the vote of a majority of the Trustees of the Portfolio who are not interested persons of the Portfolio, the Adviser or Subadviser at a meeting called for the purpose of voting on such approval in compliance with any applicable requirements under the Investment Company Act or the rules thereunder. Any required shareholder approval shall be effective if a majority of the outstanding voting securities of the Portfolio vote to approve the amendment; provided, for the elimination of doubt, that the failure of shareholders of the Portfolio to approve a proposed amendment to this Agreement is not a termination of this Agreement and, in such event, this Agreement shall continue as previously in force and effect.

A-5

This Agreement contains the entire understanding and agreement of the parties in relation to the subject matter of this Agreement.

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Portfolio or applicable party in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this clause.

Should any portion of this Agreement for any reason be held to be void in law or in equity, this Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.

This Agreement may be executed in counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the State of Delaware, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.

Each party hereby irrevocably agrees that the courts of the State of Delaware shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the jurisdiction of such courts.

This Agreement and Declaration of Trust of the Portfolio, a copy of which, together with all amendments thereto (the "Declaration"), is on file in the office of the Secretary of the State of Delaware, provides that the name "Manulife Private Credit Fund" refers to the Trustees under the Declaration collectively as Trustees, but not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of the Portfolio shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Portfolio thereof, but only the assets belonging to the Portfolio shall be liable.

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As required by Rule 17a-10 under the Investment Company Act, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for the Portfolio in securities or other assets:

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The Adviser understands, and has advised the Portfolio's Board of Trustees, that the Subadviser now acts, or may in the future act, as an investment adviser and fiduciary to other managed accounts and as investment adviser or subadviser to other investment companies and may allocate investment opportunities to the Portfolio and other accounts, including investment companies, on a fair and equitable basis over a period of time. Further, the Adviser understands, and has advised the Portfolio's Board of Trustees that the Subadviser and its affiliates may give advice and take action (including, but not limited to, the timing or nature of action taken) for its accounts, including investment companies, which differs from advice given on the timing or nature of action taken for the Portfolio.

(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the Effective Date.

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APPENDIX A

The Subadviser shall be entitled to receive from the Adviser compensation (the "Subadvisory Fee") at the annual rate set forth in the table below, accrued and paid in such manner and in such intervals as the management fee is accrued and paid with respect to the Adviser. The applicable fee rate will be determined by reference to the "Aggregate AUM" (as defined below) and paid in such manner and in such intervals as the management fee is paid with respect to the Adviser.

For the avoidance of doubt, the Subadviser shall not be entitled to any portion of the incentive fee/performance fee that the Adviser may be entitled to receive with respect to the Portfolio.

The Adviser shall provide a quarterly report to the Subadviser detailing the calculation of Aggregate AUM, including a breakdown by entity, mandate, and vehicle, and such report shall be subject to the Subadviser's review and approval.

For purposes of this Appendix A, "Aggregate AUM" means, as of any month-end (or as of such other time as the management fee with respect to the Adviser is accrued), the sum of (i) book value (amortized cost) of the aggregate senior loan assets owned by any foreign or domestic company that is directly or indirectly a subsidiary of (or otherwise owned or controlled by) Manulife Financial Corporation ("MFC Entity") and managed by the Subadviser ("Manulife Assets"), plus (ii) the aggregate net asset value of the shares owned by a MFC Entity of each of:

(a) John Hancock GA Senior Loan Trust;

(b) Manulife Private Credit Fund;

(c) Manulife GA Senior Loan Trust;

(d) any future registered or unregistered investment company or business development company that primarily invests in senior loan assets that is also managed by the Subadviser, provided the controlling shareholder thereof is a MFC Entity; and

(e) any successor (whether via merger, reorganization or other transaction) of any of the foregoing investment companies and/or business development companies that is managed by the Subadviser.

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For purposes of determining the Subadvisory Fee, Aggregate AUM shall be calculated so as to exclude any duplication. For the elimination of doubt, investments in any of the registered or unregistered investment companies or business development companies listed in clause (ii) above shall not include investments by other registered or unregistered investment companies or business development companies managed by a MFC Entity or accounts managed by such MFC Entity for third-party clients.

Notwithstanding anything to the contrary contained herein, for purposes of determining Aggregate AUM, the book value of Manulife Assets excludes senior loan assets owned indirectly by an MFC Entity through an entity which such MFC Entity does not control.

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SCHEDULE B

Outstanding Shares and Share Ownership

This table shows, as of the Record Date, the number of shares of the Fund eligible to be voted at the Meeting.

To the best of the knowledge of the Fund, as of the Record Date, the following shareholders owned of record 5% or more of the outstanding shares of the Fund. A shareholder who owns beneficially more than 25% of the Fund's shares is deemed to be a control person of the Fund and therefore could determine the outcome of a shareholder meeting with respect to a proposal directly affecting the Fund.

As of the Record Date, Trustees and officers of the Fund, in the aggregate, beneficially owned less than 1% of the outstanding shares of the Fund.

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Manulife Private Credit Fund 200 Berkeley Street Boston, MA 02116 VOTE BY MAIL 1. Read the proxy statement. 2. Check the appropriate box on the reverse side of the proxy card. 3. Sign, date and return the proxy card in the envelope provided MANULIFE PRIVATE CREDIT FUND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 19, 2025 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF MANULIFE PRIVATE CREDIT FUND The undersigned, revoking previous proxies, hereby appoint(s) Ian Roke, Heidi Knapp, Jason Pratt, Michael Moyles, Erica Blake, Kinga Kapuscinski, Nicholas J. Kolokithas, Thomas Dee, Harsha Pulluru, Mara Moldwin, Salvatore Schiavone, Christopher Sechler and Betsy Anne Seel, with full power of substitution in each, to vote all the common shares of beneficial interest of Manulife Private Credit Fund (the "Fund"), which the undersigned is (are) entitled to vote at the Special Meeting of Shareholders of the Fund (the "Meeting") to be held at 200 Berkeley Street, Boston, Massachusetts 02116 on November 19, 2025 at 2:00 p.m., Eastern Time, and at any adjournment(s) of the Meeting. All powers may be exercised by a majority of all proxy holders or substitutes voting or acting, or, if only one votes and acts, then by that one. Receipt of the proxy statement dated November 7, 2025, is hereby acknowledged. If not revoked, this proxy shall be voted for the proposal(s) included in the proxy statement. AUTHORIZED SIGNATURE(S) [GRAPHIC APPEARS HERE]This section must be completed for your vote to be counted. Signature(s) and Title(s), if applicable    Sign in the box above Date   Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity in another representation capacity, please give the full title under the signature.

Important Notice Regarding the Availability of Proxy Materials for this Meeting to Be Held on    November 19, 2025. The Proxy Statement and Proxy Card for this meeting are available free of charge by calling (617) 663-4775 EVERY SHAREHOLDER'S VOTE IS IMPORTANT PLEASE CAST YOUR VOTE TODAY! YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. TO VOTE, MARK BOX(ES) BELOW IN BLUE OR BLACK INK AS FOLLOWS: [GRAPHIC APPEARS HERE] FOR AGAINST ABSTAIN 1. To approve a subadvisory agreement between Manulife Investment Management Private Markets (US) LLC and Comvest Credit Advisors, LLC with respect to Manulife Private Credit Fund. ☐ ☐ ☐