Business description of MANULIFE-PRIVATE-CREDIT-FUND from last 10-k form

TABLE OF CONTENTS

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CERTAIN DEFINITIONS

Unless indicated otherwise in this annual report on Form 10-K or the context requires otherwise, the terms “we,” “us,” “our,” and the “Fund” refer to Manulife Private Credit Fund. The terms “Advisor” and our “Investment Advisor” refers to Manulife Investment Management Private Markets (US) LLC, our investment advisor.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and you should not place undue reliance on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and opinions and our assumptions. We are externally managed by the Advisor, a registered investment advisor under the Investment Advisers Act of 1940, as amended, which is an indirect wholly-owned subsidiary of Manulife Financial Corporation (“Manulife”). Manulife does not have any obligation, contractual or otherwise, to financially support us beyond the Seed Contribution (as defined below) of certain of their affiliates. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “potential,” “predicts,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statements in this report should not be regarded as a representation by us that our plans and objectives will be achieved. This report contains forward-looking statements, which may relate to future events or our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those described or identified in the section entitled “Item 1A. Risk Factors” and elsewhere in this

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report. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. You are advised to consult any additional disclosures that we make directly to you or through reports that we may file with the Securities and Exchange Commission (“SEC”) in the future, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

PART I

Item 1. Business. Overview

Manulife Private Credit Fund was formed on February 8, 2023, as a Delaware statutory trust, and commenced operations on July 17, 2023. We are 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”), on October 3, 2023 (the date of the Fund’s election to be regulated as a BDC under the 1940 Act is referred to herein as the “BDC Election Date”). In addition, we have elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and intend to maintain our qualification as a RIC annually thereafter.

We are a non-exchange traded, perpetual-life BDC, meaning our common shares of beneficial interest (“Common Shares”) are not listed for trading on a stock exchange or other securities market. We use the term “perpetual-life BDC” to describe an investment vehicle of indefinite duration, whose shares of beneficial interest are intended to be sold by the BDC on a continuous monthly basis at a price equal to the BDC’s monthly net asset value (“NAV”) per share. In our perpetual-life structure, we may offer investors an opportunity to repurchase their Common Shares on a quarterly basis at NAV, but we are not obligated to offer to repurchase any shares in any particular quarter in our discretion.

Our investment objectives are to maximize the total return to our shareholders in the form of current income and, to a lesser extent, capital appreciation. The Fund invests primarily in the debt of private middle-market U.S. companies with a focus on directly originated first and second lien loans (including delayed draw term loans and revolving credit facilities) typically created by a club of lenders, as well as related equity investments in companies in which loans have been made by the Fund to middle-market companies. The club of lenders is generally a small group of investment firms.

Common Shares of the Fund will be offered and sold in private placement transactions pursuant to certain exemptions of the Securities Act of 1933, as amended (the “Securities Act”), and the laws of the states and jurisdictions where any offering is made. The Fund is only offered to “accredited investors” within the meaning of Regulation D under 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. The Fund offers one class of its Common Shares – the Class NAV shares.

On July 17, 2023, Manulife International Limited (Hong Kong) and Manufacturers Life Reinsurance Limited (collectively, the “Sponsors”) invested an aggregate of approximately $41.2 million in the Fund (the “Seed Contribution”). The Sponsors received an aggregate of approximately 2.1 million shares of the Fund at $20.00 per share, which represented all the issued and outstanding Class NAV shares of the Fund on that date. Immediately following the closing of the Seed Contribution (the “Initial Closing”), the Fund entered into a purchase agreement with John Hancock Funding Company, LLC (“JH Funding”) to acquire an initial seed portfolio of assets which consisted of approximately $50 million in total par value of senior loan investments, including both funded loans and unfunded commitments (the “Seed Assets”). Prior to the BDC Election Date, we have conducted our investment activities and operations pursuant to the exclusion from the definition of an “investment company” in Section 3(c)(7) of the 1940 Act.

The Advisor

We are externally managed by the Advisor, Manulife Investment Management Private Markets (US) LLC, a registered investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Advisor is an indirect wholly-owned subsidiary of Manulife, a Canadian- based global financial services group, as discussed below. John Hancock Life Insurance Company (U.S.A.) (“John Hancock”) is also an indirect wholly- owned subsidiary of Manulife. Subject to the overall supervision of the Board of Trustees (the “Board” or “Board of Trustees”), a majority of the members of which are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Fund (the “Independent Trustees”), and in accordance with the 1940 Act, the Advisor manages the day-to-day operations of and provides investment advisory and management services to the Fund pursuant to the terms of an investment advisory agreement (the “Investment Advisory Agreement”). Under the terms of the Investment Advisory Agreement, the Advisor (i) determines the composition of the Fund’s portfolio, the nature and timing of the changes to the Fund’s portfolio, and the manner of implementing such changes, (ii) identifies, evaluates, and negotiates the structure of the investments it makes (including performing due diligence on its prospective portfolio investments), (iii) closes, monitors and administers the investments it makes, including the exercise of any voting or consent rights, (iv) when and where applicable, restructures investments it makes, and (v) determines the investments and other assets that it purchases, retains or sells.

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 (the “Service Agreement”). Also, pursuant to a separate service level agreement between the Advisor and John Hancock Investment Management LLC (“JHIM”) (the “Service Level Agreement”), 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. Pursuant to the Service Agreement, the Advisor shall determine, subject to Board approval, the expenses to be reimbursed by the Fund, including an overhead allocation. Under the Service Level Agreement, the Advisor pays JHIM compensation on an at-cost basis. The payments under the Service Agreement and the Service Level Agreement are not intended to provide a profit to the Advisor or JHIM. Instead, the Advisor provides the services under the Service Agreement because it also provides advisory services under the Investment Advisory Agreement.

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