John Hancock Comvest Private Income Fund Sample Contracts
CUSTODY AGREEMENTCustody Agreement • October 23rd, 2023 • Comvest Credit Partners BDC Fund, L.P. • New York
THIS CUSTODY AGREEMENT (“Agreement”) is effective as of the 22nd day of September 2023, and is entered into by and between COMVEST CREDIT PARTNERS BDC FUND, L.P., a Delaware limited partnership (the “Partnership”), each company listed on Annex I (each a SPV, and, together with the Partnership, the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).
FIRST AMENDMENT TO LOAN AND SERVICING AGREEMENTLoan and Servicing Agreement • April 1st, 2025 • AMG Comvest Senior Lending Fund • New York
The Lenders have agreed, on the terms and conditions set forth herein, to provide a secured revolving credit facility which shall provide for Advances from time to time in an aggregate principal amount not to exceed the Maximum Facility Amount. The proceeds of the Advances will be used to finance the Borrower’s origination of Eligible Loan Assets or the purchase, on a “true sale” basis, of Eligible Loan Assets from (i) the Transferor pursuant to the Sale Agreement between the Borrower and the Transferor or (ii) other third parties, in each case, in accordance with the terms hereof. Accordingly, the parties agree as follows:
TRANSFER AGENT SERVICING AGREEMENTTransfer Agent Servicing Agreement • October 23rd, 2023 • Comvest Credit Partners BDC Fund, L.P. • New York
THIS TRANSFER AGENT AGREEMENT (“Agreement”) is effective as of this 17th day of October, 2023, by and among COMVEST CREDIT PARTNERS BDC FUND, L.P., a newly organized Delaware limited partnership that intends to convert to a Delaware statutory trust by operation of law and elect to be treated as a business development company (the “BDC Conversion”) under the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Partnership,” and together with any successor entity of the Partnership and any wholly owned subsidiary and special purpose vehicle listed on Annex I (each, a “SPV”), the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
MANAGING DEALER AGREEMENTManaging Dealer Agreement • October 25th, 2024 • AMG Comvest Senior Lending Fund • Delaware
This Managing Dealer Agreement (this “Agreement”) is entered into by and between AMG Comvest Senior Lending Fund, a Delaware statutory trust (the “Fund”), and AMG Distributors, Inc. (the “Managing Dealer”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 23rd, 2023 • Comvest Credit Partners BDC Fund, L.P. • Delaware
This Indemnification Agreement (the “Agreement”) is made and entered into this 20th day of October, 2023, by and between AMG Comvest Senior Lending Fund (the “Fund”), on behalf of itself and its Subsidiaries (as defined in Section 1(h) below), and _____________________ (the “Indemnitee”).
SUB-ADMINISTRATION SERVICING AGREEMENTSub-Administration Servicing Agreement • October 23rd, 2023 • Comvest Credit Partners BDC Fund, L.P. • New York
THIS AGREEMENT (“Agreement”) is effective as of this 17th day of October, 2023, by and between AMG FUNDS LLC, a Delaware limited liability company (the “Administrator”), COMVEST CREDIT PARTNERS BDC FUND, L.P., a newly organized Delaware limited partnership that intends to convert to a Delaware statutory trust by operation of law and elect to be treated as a business development company (the “BDC Conversion”) under the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Partnership,” and together with any successor entity of the Partnership and any wholly owned subsidiary and special purpose vehicle listed on Annex I (each, a “SPV”), the “Fund”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • October 23rd, 2023 • Comvest Credit Partners BDC Fund, L.P. • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of the 20th day of October 2023 (the “Effective Date”), by and between Comvest Credit Managers LLC, a Delaware limited liability company (“Licensor” or “Investment Adviser”), and Comvest Credit Partners BDC Fund, L.P., a Delaware limited partnership (together with any successor entity thereto or any wholly owned subsidiary thereof, the “Licensee”) (each a “party,” and collectively, the “parties”).
TRANSFER AGENT SERVICES AGREEMENTTransfer Agent Services Agreement • October 25th, 2024 • AMG Comvest Senior Lending Fund • Delaware
This Transfer Agent Services Agreement (the “Agreement”) dated October 23, 2024, is between AMG Comvest Senior Lending Fund (the “BDC”), a Delaware statutory trust, and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the state of Ohio.
ContractExpense Limitation and Reimbursement Agreement • October 25th, 2024 • AMG Comvest Senior Lending Fund
THIS SECOND AMENDED AND RESTATED EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT (this “Agreement) is made the 25th day of October, 2024 between AMG Comvest Senior Lending Fund, a Delaware statutory trust (the “Fund”), Comvest Credit Managers, LLC, a Delaware limited liability company (the “Management Company”), and AMG Funds LLC, a Delaware limited liability company (the “Administrator”).
AMENDED AND RESTATED ADMINISTRATION AGREEMENT BETWEEN AMG Comvest Senior Lending Fund AND AMG FUNDS LLCAdministration Agreement • March 20th, 2025 • AMG Comvest Senior Lending Fund • New York
This Amended and Restated Administration Agreement (“Agreement”) is made as of March 17, 2025 by and between AMG Comvest Senior Lending Fund, a Delaware statutory trust (the “Fund,” the successor entity to Comvest Credit Partners BDC Fund, L.P., a Delaware limited partnership (the “Partnership”)) and AMG Funds LLC, a Delaware limited liability company (the “Administrator”).
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • March 20th, 2025 • AMG Comvest Senior Lending Fund • New York
This Amended and Restated Investment Management Agreement, dated and effective as of March 17, 2025 (this “Agreement”), is made by and between AMG Comvest Senior Lending Fund, a Delaware statutory trust (the “Fund,” the successor entity to Comvest Credit Partners BDC Fund, L.P., a Delaware limited partnership (the “Partnership”)) and Comvest Credit Managers, LLC, a Delaware limited liability company (the “Management Company”).
FORM OF FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • November 14th, 2025 • John Hancock Comvest Private Income Fund
THIS AGREEMENT, dated as of [__________], between the Acquiring Fund (the “Acquiring Fund”), and the Acquired Fund (the “Acquired Fund” and together with the Acquiring Fund, the “Funds”), listed on Schedule A.
SALE AND PURCHASE AGREEMENT between AMG COMVEST SENIOR LENDING FUND, as Seller and AMG COMVEST SENIOR LENDING FUND LL1 SPV, LLC, as Purchaser Dated as of July 16, 2024Sale and Purchase Agreement • July 18th, 2024 • AMG Comvest Senior Lending Fund • New York
This SALE AND PURCHASE AGREEMENT, dated as of July 16, 2024 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), between AMG Comvest Senior Lending Fund, a Delaware statutory trust, as seller (the “Seller”) and AMG Comvest Senior Lending Fund LL1 SPV, LLC, a Delaware limited liability company, as purchaser (the “Purchaser”).
Certain portions of this document have been omitted pursuant to Items 601(b)(10)(vi) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where omissions have been made. A copy of any omitted portion will be furnished...Loan and Servicing Agreement • October 16th, 2025 • AMG Comvest Senior Lending Fund • New York
The Lenders have agreed, on the terms and conditions set forth herein, to provide a secured revolving credit facility which shall provide for Advances from time to time in an aggregate principal amount not to exceed the Maximum Facility Amount. The proceeds of the Advances will be used to finance the Borrower’s origination of Eligible Loan Assets or the purchase, on a “true sale” basis, of Eligible Loan Assets from (i) the Transferor pursuant to the Sale Agreement between the Borrower and the Transferor or (ii) other third parties, in each case, in accordance with the terms hereof. Accordingly, the parties agree as follows:
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • October 23rd, 2023 • Comvest Credit Partners BDC Fund, L.P.
This Placement Agent Agreement (this “Agreement”) is made as of October 20, 2023 between AMG Distributors, Inc., a Delaware corporation (the “Placement Agent”), and Comvest Credit Partners BDC Fund, L.P., a Delaware limited partnership (the “Fund”).
FUND ACCOUNTING SERVICING AGREEMENTFund Accounting Servicing Agreement • October 23rd, 2023 • Comvest Credit Partners BDC Fund, L.P. • New York
THIS AGREEMENT (“Agreement”) is made and entered into as of this 18th day of October, 2023, by and between AMG FUNDS LLC, a Delaware limited liability company (the “Administrator”), COMVEST CREDIT MANAGERS LLC (the “Adviser”), COMVEST CREDIT PARTNERS BDC FUND, L.P., a newly organized Delaware limited partnership that intends to convert to a Delaware statutory trust by operation of law and elect to be treated as a business development company (the “BDC Conversion”) under the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Partnership,” and together with any successor entity of the Partnership and any wholly owned subsidiary and special purpose vehicle listed on Annex I (each, a “SPV”), the “Fund”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).
AMG COMVEST SENIOR LENDING FUND SUBSCRIPTION AGREEMENTSubscription Agreement • October 23rd, 2023 • Comvest Credit Partners BDC Fund, L.P. • Delaware
The undersigned subscriber (the “Subscriber”) understands that AMG Comvest Senior Lending Fund, a Delaware statutory trust (the “Fund,” “we,” “us,” and “our” ), is an externally managed, non-diversified closed-end management investment company that has elected to be treated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as described in the Private Placement Memorandum of the Fund (as such document may be amended, amended and restated or supplemented from time to time and together with any appendices and supplements thereto, the “Offering Document”). In this subscription agreement (the “Subscription Agreement”), “Management Company” refers to Comvest Credit Managers, LLC (together with its affiliates, “Comvest”). Subject to the terms and conditions hereof, and in reliance upon the representations and warranties contained in this Subscription Agreement, the Subscriber irrevocably subscribes for and agrees t
MANAGING DEALER AGREEMENTManaging Dealer Agreement • November 7th, 2025 • John Hancock Comvest Private Income Fund • Delaware
This Managing Dealer Agreement (this “Agreement”) is entered into by and between John Hancock Comvest Private Income Fund, a Delaware statutory trust (the “Fund”), and John Hancock Investment Management Distributors LLC (the “Managing Dealer”).
SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of December 2, 2025 among JOHN HANCOCK COMVEST PRIVATE INCOME FUND as Borrower the LENDERS and ISSUING BANKS party hereto and THE BANK OF NOVA SCOTIA as Administrative AgentSenior Secured Revolving Credit Agreement • December 5th, 2025 • John Hancock Comvest Private Income Fund • New York
SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of December 2, 2025 (this “Agreement”), among JOHN HANCOCK COMVEST PRIVATE INCOME FUND, a Delaware statutory trust (the “Borrower”), the LENDERS and ISSUING BANKS from time to time party hereto, and THE BANK OF NOVA SCOTIA, as Administrative Agent (as defined below).
Comvest Credit Managers, LLC West Palm Beach, FL 33401Expense Limitation and Reimbursement Agreement • October 23rd, 2023 • Comvest Credit Partners BDC Fund, L.P.
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • November 7th, 2025 • John Hancock Comvest Private Income Fund • New York
This Investment Management Agreement, dated and effective as of November 3, 2025 (this “Agreement”), is made by and between AMG Comvest Senior Lending Fund, a Delaware statutory trust (the “Fund”) and Comvest Credit Managers, LLC, a Delaware limited liability company (the “Management Company”).