John Hancock Comvest Private Income Fund Completes Merger With MPCF

What Happened
John Hancock Comvest Private Income Fund (JHCPIF) announced on September 30, 2026 that it completed its previously announced merger with Manulife Private Credit Fund (MPCF). The merger was effected as a two-step transaction: Merger Sub merged into MPCF, then MPCF merged into JHCPIF, with JHCPIF continuing as the surviving entity. MPCF Class NAV common shares were converted into Acquiror Class I Common Shares of JHCPIF based on an Exchange Ratio to be determined on a net-asset-value (NAV) basis after the parties confirm Closing NAVs on a Final Determination Date. Separately, JHCPIF entered into a Fifth Amended and Restated Expense Limitation and Reimbursement Agreement requiring the JHCPIF Adviser to absorb or reimburse operating expenses above 0.80% of monthly net assets, and the parties amended the Merger Agreement to address fractional shares and book-entry procedures.

Key Details

• Merger closing: September 30, 2026. Shareholder approval was received at a special meeting on September 24, 2026 (Votes For: 20,510,379.74; Against: 0; Abstain: 0).
• Expense cap: JHCPIF Adviser will pay or reimburse Operating Expenses above 0.80% of the value of JHCPIF’s monthly net assets.
• Share consideration: Exchange Ratio = MPCF Per Share NAV ÷ JHCPIF Per Share NAV (determined using Closing NAVs); fractional Acquiror Class I Common Shares will be issued in book‑entry form, aggregated per holder and rounded to three decimal places, with no cash paid in lieu.
• Mechanics: Actual issuance of Acquiror Class I Common Shares will occur after advisers confirm the Closing JHCPIF and Closing MPCF NAVs on the Final Determination Date; book‑entry holders need not surrender physical certificates or letters of transmittal.

Why It Matters
For investors, the filing confirms the legal close of the merger and details on how MPCF shares convert into JHCPIF shares—final share counts depend on NAV calculations to be confirmed by the advisers. The expense limitation reduces potential operating-cost dilution for JHCPIF shareholders by capping fund expenses at 0.80% of monthly net assets (with the adviser covering excess). The unanimous shareholder vote indicates investor approval was obtained prior to closing.