Manulife Fund Seeks Shareholder Nod for Comvest Subadvisory Deal

TL;DR

**Manulife's internal shuffle with Comvest is a non-event for strategy, but watch the fee structure closely.**

AI Summary

Manulife Private Credit Fund (the "Fund") is seeking shareholder approval for a subadvisory agreement with Comvest Credit Advisors, LLC ("Comvest"). This agreement follows Manulife Financial Corporation's (MFC) acquisition of a majority stake in Comvest's holding company on November 3, 2025, making Comvest an affiliate of the Fund's current advisor, Manulife Investment Management Private Markets (US) LLC. The Board, including a majority of Independent Trustees, approved the agreement on October 22, 2025, subject to shareholder consent. The Fund's investment objective and strategies will not change, as a majority of the Advisor's Senior Loan Investment Committee members are expected to join Comvest's credit team. Comvest, which managed approximately $16.6 billion in client assets as of September 30, 2025, will receive a subadvisory fee paid by the Advisor, ranging from 40 to 50 basis points annually based on Aggregate AUM, with breakpoints at $4 billion and $6 billion. The agreement is for an initial two-year term, with annual renewals thereafter requiring Board or shareholder approval, and Independent Trustee approval.

Why It Matters

This subadvisory agreement is a direct consequence of MFC's strategic acquisition of Comvest, aiming to consolidate private credit asset management under a unified platform. For investors, this means a potential shift in the day-to-day management team, although the Fund's core investment strategy remains unchanged. The competitive landscape for private credit funds is intense, and this move by Manulife to integrate Comvest's $16.6 billion AUM could enhance its market position and operational efficiencies. Employees of both Manulife and Comvest will see integration of teams, particularly the Senior Loan Investment Committee, which could lead to new synergies or internal restructuring. Customers of the Manulife Private Credit Fund should monitor the transition to ensure consistent performance and adherence to investment objectives.

Risk Assessment

Risk Level: low — The risk level is low because the Fund's investment objective and strategies will not change as a result of the subadvisory agreement. Furthermore, a majority of the current Senior Loan Investment Committee members will continue to manage the Fund's portfolio under Comvest, ensuring continuity in investment approach.

Analyst Insight

Investors should vote 'FOR' the proposal to align with the Board's recommendation and facilitate the strategic integration of Comvest, which is expected to maintain investment continuity. Monitor the Fund's performance post-January 1, 2026, to ensure the transition to Comvest as subadvisor does not negatively impact returns or adherence to stated investment objectives.

Key Numbers

• $55.9 billion — Advisor's total assets under management (As of June 30, 2025)
• $16.6 billion — Subadvisor's client assets under management (As of September 30, 2025, including private equity strategy)
• 50 basis points — Subadvisory fee annual rate (If Aggregate AUM is $4 billion or less)
• 45 basis points — Subadvisory fee annual rate (If Aggregate AUM exceeds $4 billion but is at most $6 billion)
• 40 basis points — Subadvisory fee annual rate (If Aggregate AUM exceeds $6 billion)
• November 19, 2025 — Date of Special Meeting of Shareholders (To vote on the subadvisory agreement)
• September 30, 2025 — Record date for voting eligibility (Shareholders of record on this date can vote)
• November 3, 2025 — Date of MFC's acquisition of Comvest's majority stake (Made Comvest an affiliate of the Advisor)
• January 1, 2026 — Effective date of Subadvisory Agreement (If approved by shareholders)
• 2000 — Year Comvest family of companies was founded (Indicates Comvest's operational history)

Key Players & Entities

• Manulife Private Credit Fund (company) — Registrant seeking shareholder approval
• Manulife Investment Management Private Markets (US) LLC (company) — Investment Advisor to the Fund
• Comvest Credit Advisors, LLC (company) — Proposed Subadvisor to the Fund
• Manulife Financial Corporation (company) — Ultimate parent entity of the Advisor and indirect controlling parent of Comvest
• Ian Roke (person) — Chief Executive Officer and President of Manulife Private Credit Fund
• Christopher Sechler (person) — Secretary and Chief Legal Officer of Manulife Private Credit Fund
• Michael Lee Altschuler (person) — General Counsel of Comvest Credit Advisors, LLC
• Michael Stewart Falk (person) — Founder, Executive Chairman of Comvest Credit Advisors, LLC
• Jason Gelberd (person) — Partner, Co-Chief Investment Officer of Comvest Credit Advisors, LLC
• Robert O'Sullivan (person) — Managing Partner of Comvest Credit Advisors, LLC

FAQ

Risk Factors

• Reliance on Subadvisor [medium — operational]: The Fund's investment performance and operations will be significantly dependent on Comvest Credit Advisors, LLC (Comvest) following the proposed subadvisory agreement. While the Advisor, Manulife Investment Management Private Markets (US) LLC, will retain ultimate responsibility, the day-to-day management will be delegated. The success of this arrangement hinges on Comvest's ability to effectively manage the Fund's assets and adhere to its investment objectives, especially given Comvest's $16.6 billion in client assets as of September 30, 2025.
• Affiliation and Potential Conflicts [medium — regulatory]: The acquisition of a majority stake in Comvest's holding company by Manulife Financial Corporation (MFC) on November 3, 2025, makes Comvest an affiliate of the Fund's current Advisor. This affiliation, while intended to ensure continuity, introduces potential conflicts of interest. The Board, including a majority of Independent Trustees, has approved the agreement, but ongoing oversight is crucial to ensure Comvest's actions remain in the best interest of the Fund and its shareholders.
• Subadvisory Fee Structure [low — financial]: The subadvisory fee paid by the Advisor to Comvest ranges from 40 to 50 basis points annually based on Aggregate Assets Under Management (AUM). Specifically, the fee is 50 bps if AUM is $4 billion or less, 45 bps if AUM is between $4 billion and $6 billion, and 40 bps if AUM exceeds $6 billion. This tiered structure means the cost to the Fund will fluctuate with its asset size, potentially impacting net returns.

Industry Context

The private credit market continues to be a significant area for investment, offering potentially higher yields compared to traditional fixed income. However, it also involves higher risks due to less liquidity and less regulatory oversight. The trend towards consolidation and strategic partnerships, as seen with Manulife's acquisition of a stake in Comvest, is likely to continue as firms seek to enhance scale, expertise, and competitive positioning in this evolving landscape.

Regulatory Implications

The proposed subadvisory agreement requires shareholder approval due to the change in control and affiliation between the Fund's Advisor and the proposed Subadvisor, Comvest. This transaction falls under the purview of the Investment Company Act of 1940, necessitating compliance with disclosure and voting requirements. The Board's oversight, particularly by Independent Trustees, is critical to ensure adherence to fiduciary duties and investor protection.

What Investors Should Do

1. Vote FOR the subadvisory agreement with Comvest Credit Advisors, LLC.
2. Review the Proxy Statement thoroughly.
3. Vote promptly by mail using the enclosed proxy card.

Key Dates

• 2025-11-19: Special Meeting of Shareholders — Shareholders will vote on the proposed subadvisory agreement with Comvest Credit Advisors, LLC.
• 2025-09-30: Record Date for Voting Eligibility — Determines which shareholders are eligible to vote at the Special Meeting.
• 2025-11-03: MFC's Acquisition of Comvest's Majority Stake — This event made Comvest an affiliate of the Fund's Advisor, necessitating the shareholder vote on the subadvisory agreement.
• 2026-01-01: Effective Date of Subadvisory Agreement (if approved) — The date on which the new subadvisory agreement with Comvest is expected to commence.
• 2025-10-22: Board Approval of Subadvisory Agreement — The Board of Trustees, including a majority of Independent Trustees, approved the agreement, subject to shareholder consent.
• 2025-11-07: Proxy Statement First Sent to Shareholders — Commencement of the solicitation period for shareholder votes.

Glossary

BDC

Business Development Company, a type of closed-end investment company that invests in the securities of eligible small and mid-size companies and provides managerial assistance. (The Manulife Private Credit Fund is registered as a BDC.)

1940 Act

The Investment Company Act of 1940, a U.S. federal law that regulates the organization of companies, including mutual funds, BDCs, and closed-end funds. (The Fund is regulated under this Act, and the definition of 'interested persons' is relevant to Board approvals.)

Aggregate AUM

Aggregate Assets Under Management, referring to the total value of assets managed by the subadvisor. (This metric determines the basis for calculating the subadvisory fee.)

Independent Trustees

Trustees of the Fund who are not considered 'interested persons' as defined by the 1940 Act. (Their approval is a key component in the governance and oversight of the Fund, particularly for approving new agreements.)

Subadvisory Agreement

An agreement where an investment advisor delegates portfolio management responsibilities to another entity (the subadvisor). (This is the central proposal requiring shareholder approval in this filing.)

Advisor

Manulife Investment Management Private Markets (US) LLC, the current investment advisor to the Fund. (The Advisor is proposing to engage Comvest as a subadvisor.)

Comvest

Comvest Credit Advisors, LLC, the proposed subadvisor for the Fund. (Comvest will be responsible for managing a portion of the Fund's assets under the new agreement.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting and does not contain comparative financial data for the Fund itself in the same way an annual report would. The key information relates to a proposed subadvisory agreement, not a change in the Fund's overall financial performance or structure year-over-year. The context provided is forward-looking, focusing on the implications of the proposed agreement and the recent acquisition of Comvest by Manulife Financial Corporation.

Key Financial Figures

• $55.9 billion — ssets under management of approximately $55.9 billion. 1 Table of Contents MFC is a lea
• $16.6 billion — h its affiliates, managed approximately $16.6 billion in client assets on a discretionary bas
• $4 billion — oints, per annum) If Aggregate AUM is $4 billion or less, in respect of the entirety of
• $6 b — e AUM exceeds $4 billion but is at most $6 billion, in respect of the entirety of ag

Filing Documents

• d51437ddef14a.htm (DEF 14A) — 175KB
• g51437dsp028.jpg (GRAPHIC) — 117KB
• g51437dsp029.jpg (GRAPHIC) — 105KB
• g51437g1105081355018.jpg (GRAPHIC) — 1KB
• g51437g1105081355236.jpg (GRAPHIC) — 3KB
• 0001193125-25-268332.txt ( ) — 489KB

From the Filing

DEF 14A 1 d51437ddef14a.htm MANULIFE PRIVATE CREDIT FUND Manulife Private Credit Fund Table of Contents 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: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 MANULIFE PRIVATE CREDIT FUND (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Table of Contents 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, Ian Roke Chief Executive Officer and President Table of Contents 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: Proposal Approve a subadvisory agreement between Manulife Investment Management Private Markets (US) LLC and Comvest Credit Advisors, LLC with respect to the Fund. 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. Table of Contents MANULIFE PRIVATE CREDIT FUND PROXY STATEMENT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 19, 2025 Table of Contents TABLE OF CONTENTS Introduction 1 Proposal — Approval of a Subadvisory Agreement between Manulife Investment Management Private Markets (US) LLC and Comvest Credit Advisors, LLC 3 Introduction 3 Information about the Subadvisor 3 The Subadvisory Agreement 4 Required Vote 6 Shareholders and Voting Information 6 Voting Proce

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