John Hancock Comvest Fund Absorbs Manulife Private Credit Fund

What happened, in order

JHCPIF is a Delaware statutory trust that elected to be a business development company (BDC) in October 2023 and sells Class I shares to the public on a continuous basis, up to $2.0 billion. On November 3, 2025 Manulife Financial Corporation acquired 75% of Comvest's private credit business, and the fund took its present name. MPCF is a Manulife fund that, in the proxy's words, is a privately offered BDC sold only to accredited investors. The merger folded the smaller, private fund into the larger, public one.

MPCF filed its last report on September 30, 2026 and has withdrawn its BDC election; JHCPIF (CIK 1987221) is the only one of the two that still files. The joint proxy's stated reason for the deal is blunt about MPCF: its adviser saw “a number of limitations in its ability to scale and compete effectively over the long term, including as a result of its private-placement-only distribution model”, with performance below JHCPIF's. For JHCPIF it was scale: about $1.3 billion of assets across 161 portfolio companies, 96.8% first lien, and leverage of about 0.77 times at close, according to the board's considerations in the proxy. For where the fund sits among its peers see our non-traded BDC list, and for the legal form see what a business development company is.

The exchange ratio: what is known and what is not

Under the merger agreement each MPCF Class NAV share converted into the right to receive Class I JHCPIF shares equal to the Exchange Ratio: MPCF's per-share NAV divided by JHCPIF's per-share NAV, rounded to four decimal places, using closing NAVs that the two advisers must agree. The shares are not delivered until after that agreement, so on closing day nobody could say how many shares each MPCF share became.

A worked example (our arithmetic): 1,000 MPCF shares at a ratio of 0.8159 would become 815.900 Class I shares, worth about $20,470 at either fund's June 30 NAV. The point of a NAV-for-NAV ratio is that value is unchanged on the day; what changes is what the new shares own, how they are charged and how they can be sold. The final ratio will differ from 0.8159 if either NAV moved between June 30 and the closing date; JHCPIF's own NAV was $25.06 at July 31 and $25.11 at August 31. MPCF's later NAVs are not in anything we found. After the merger the new shares are in the same Class I as everyone else's, and the proxy says the tax holding period of the old shares carries over.

The proxy gives the timetable for fixing the number: within twenty calendar days after the first day of the month following satisfaction of the closing conditions, each fund delivers its NAV calculation to the other, then five more calendar days to confirm, unless the parties agree otherwise. Counting from the September 30 closing that points to late October 2026 (our reading). The final ratio would normally appear in a filing then or in the Form 10-Q for the quarter.

Who held MPCF, and why the vote was unanimous

A merger of two funds sounds like a vote of many investors. Here it was not. The N-14 lists every holder of 5% or more of MPCF at July 31, 2026 and no individual investors:

The three add up to 8,256,379.591 shares, the same number as MPCF's votes cast for the merger and its shares outstanding (our sum), so the approval was effectively three related holders agreeing with their own adviser. MPCF's trustees and officers owned none. JHCPIF's holders also voted every outstanding share (20,510,379.74) in favor, and the proxy's table of principal holders lists no 5% holder there, only a trustee with 6,835.222 shares. Neither filing says who the JHCPIF holders are beyond that. On the proxy's table, then, there was no outside investor in MPCF to gain or lose; the reader who matters is anyone holding JHCPIF, or considering it, which is now a fund whose adviser is affiliated with Manulife, whose administrator is John Hancock Investment Management LLC and whose pro forma ownership is 26% former MPCF holders (our reading of the pro forma table).

What JHCPIF is, and what it is not

It is not an interval fund, whatever a listing's label says. Its own tender documents state: “The Fund is a diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940”. Interval funds are required to make repurchase offers on a fixed schedule; a BDC like this one does so only if its board chooses. The offer says: “the Fund is not required to conduct tender offers.”

Leverage is the structural difference that matters most. JHCPIF's debt was 0.99 times equity at June 30, 2026 and 0.91 at August 31; the proxy puts the combined fund at about 0.77 times at close, while its fee table assumes borrowings equal to 100% of net assets. The funds' June 30 asset coverage was 200.32% for JHCPIF and 207% for MPCF; the legal minimum for a BDC electing the lower test is 150%. By the October 5 filing JHCPIF had also assumed MPCF's JPMorgan funding facility, whose terms are in the exhibits to that 8-K.

Fees: one group pays less, the other more

The N-14 fee table is the one place where both funds' costs are put side by side. It uses December 31, 2025 data for the actual columns and the first year after the merger (October 1, 2026 to September 30, 2027) for the pro forma column.

Worked example (our arithmetic): per $100,000 of net assets, net expenses of 10.72% are $10,720 a year and 9.91% is $9,910, a saving of $810 for a JHCPIF holder; for a former MPCF holder, 6.63% is $6,630 and 9.91% is $9,910, an increase of $3,280. The two funds charge the same 1.25% base fee, 12.5% of income above a hurdle and 12.5% of cumulative realized gains. The incentive hurdle is the real change: MPCF's was 1.50% a quarter (6.00% annualized) with a catch-up to 1.715%; JHCPIF's is 1.25% a quarter (5.00% annualized) with a catch-up to 1.43%. A fund earning between 5% and 6% a year would owe an incentive fee under JHCPIF's hurdle and not under MPCF's (our reading of the hurdles).

Three limits on that table. The interest line in the pro forma column assumes the combined fund borrows 100% of net assets, more than the 0.91 times actually reported. The pro forma saving for JHCPIF is partly the elimination of duplicate costs and the administrator change effective May 3, 2026, when John Hancock Investment Management LLC took over at 0.06% a year from AMG Funds, which had charged 0.25%. And the adviser's expense limit: on September 30, 2026 JHCPIF signed the Fifth Amended and Restated Expense Limitation and Reimbursement Agreement, under which the adviser pays or absorbs operating expenses above 0.80% of monthly net assets, down from 1.25%. The proxy says that cap runs for one year and that the adviser can recoup waived amounts for three years if the fund stays under the cap, and the pro forma column shows no reduction from it. The merger costs themselves are paid by the two advisers, not by the funds.

Liquidity: seven offers, zero shares

Every JHCPIF tender offer since the first in 2025 has been for about 5% of the Class I shares outstanding at the previous quarter-end, and in none did a holder tender.

The offered amounts add up to 5,354,099.51 shares (our sum). The September 2026 offer was for up to 951,485.51 shares at the NAV as of September 30, 2026, and the Schedule TO-I says tendered shares accepted for purchase are paid with a non-interest-bearing, non-transferable promissory note. Our tender results tracker for the third quarter shows where this sits among 55 BDCs: ten filings reported no shares tendered. The contrast is with funds whose holders want out; see Onex Direct Lending BDC Fund, where requests were about 68% of shares in August 2026.

Zero requests mean no one has tested the process. JHCPIF has not had to find cash for a buyback, decide whether to prorate or decide whether to resize an offer. The Schedule TO-I says the money would come from “cash flow from operations, the sale of assets, borrowings, return of capital or offering proceeds”, and the adviser “expects that it will recommend to the Board that the Fund purchase Shares from Shareholders quarterly”, with no obligation to. The date of the next offer is not on file. The last four were filed on October 30, 2025, February 20, May 18 and August 19, 2026 and ran about a month; if the pattern holds the next would be filed around mid-November 2026 and expire around mid-December (our reading). See our Q4 2026 tender deadline list and the private credit redemptions tracker for the dates others set.

What the monthly filings show

The fund files an 8-K each month, about five weeks after a month-end, with that month-end's NAV, the next dividend and its offering totals. Four of them cover the merger period:

NAV stayed in a nine-cent range, $25.06 to $25.15, over the four month-ends. The September dividend of $0.1807 is the lowest of the four, and the 8-K does not say why. Annualized yield is the dividend times twelve over the prior month's NAV, as the filing defines it; it is not a return. The second-quarter 10-Q lets you test cover: net investment income was $10,692 thousand against $11,044 thousand of distributions in the quarter (96.8%) and $22,781 thousand against $22,752 thousand over six months (100.1%), our arithmetic. One investment was on non-accrual, at a fair value of $254 thousand against a cost of $620 thousand. The cumulative offering table shows how new money has come: 19,029,638 shares and $480.3 million at June 1; 20,510,379 and $517.4 million at July 1, a block of 1,480,741 shares and $37.2 million (our arithmetic); then 20,510,451 at August 1 and 20,510,524 at September 1.

What a reader can do with this

• If you hold JHCPIF: nothing in your share count or class changes; the new shares go to former MPCF holders and your ownership share falls to about 74% of the combined fund by the proxy's estimate. The projected expense ratio falls on paper, so compare it with the next annual report rather than the projection. The next monthly 8-K should carry the September 30 NAV, the first after closing.
• If you want to sell: the only exit in the filings is the discretionary tender at NAV as of the quarter-end, paid by a promissory note, with a 2.0% deduction on shares held under a year. No one has used it in seven offers, so the filings say nothing about how a request would be filled.
• If you are weighing a purchase: compare the 9.91% pro forma expense ratio and the dividend ($0.1807 a month, not guaranteed) with the leverage (0.91 times) and with funds that publish more history in our private credit funds comparison. The projected expense ratio is high because the borrowing cost is counted as an expense, which is how this table is built.
• If your account shows a Manulife or Comvest private credit fund: ask which entity it is. The proxy's holder table for the old MPCF lists three holders with Manulife and Manufacturers Life names and no one else.
• Taxes: the merger is intended to be a reorganization under Internal Revenue Code section 368(a), so the proxy expects no gain or loss for MPCF holders; that is a description of the filing, not a view on your position. The fund intends to qualify as a regulated investment company, so its distributions are taxed to holders; a CPA handles that.
• What to watch: the final Exchange Ratio (a filing in late October or November 2026), the September 30 NAV 8-K (about early November), the September 30 Form 10-Q (about mid-November), the next Schedule TO-I and the October 23, 2026 dividend payment.

FAQ

All figures are from SEC EDGAR filings read on October 20, 2026: Manulife Private Credit Fund's Forms 8-K of September 25, 2026 (accession 0001193125-26-402704) and September 30, 2026 (0001193125-26-409243) and its Form 10-Q for June 30, 2026 (0001193125-26-348951); John Hancock Comvest Private Income Fund's Forms 8-K of June 23 (0001193125-26-277816), July 6 (0001193125-26-295868), August 4 (0001193125-26-331907), September 2 (0001193125-26-379459), September 30 (0001193125-26-409234) and October 5, 2026 (0001193125-26-414340), the Form N-14 joint proxy statement/prospectus filed September 4, 2026 (0001193125-26-383822, preliminary and dated before the meetings), its Form 10-Q for June 30, 2026 (0001193125-26-349413), and its Schedules TO-I and final amendments from January 2025 to September 2026 (accessions in the table above). The last filing on CIK 1987221 was the Form 8-K of October 5, 2026; MPCF's last filings were dated September 30, 2026 (Form 8-K, Form 15-12G and Form N-54C). Ratios, sums, implied shares, coverage, per-$100,000 amounts and dates marked as our reading are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.