LOAN AND SECURITY AGREEMENT dated as of March 26, 2024 among MANULIFE PRIVATE CREDIT FUND SPV, LLC, as the Company MANULIFE PRIVATE CREDIT FUND, as the Parent The Lenders Party Hereto The Collateral Administrator, Collateral Agent and Securities...Loan and Security Agreement • March 27th, 2024 • Manulife Private Credit Fund • New York
LOAN AND SECURITY AGREEMENT dated as of March 26, 2024 (this “Agreement”) among MANULIFE PRIVATE CREDIT FUND SPV, LLC, a Delaware limited liability company, as borrower (the “Company”); MANULIFE PRIVATE CREDIT FUND, a Delaware statutory trust, as the parent (in such capacity, the “Parent”) and as portfolio manager (in such capacity, the “Portfolio Manager”); the Lenders party hereto; The Bank of New York Mellon Trust Company, National Association, in its capacity as collateral agent (in such capacity, the “Collateral Agent”); The Bank of New York Mellon Trust Company, National Association, in its capacity as collateral administrator (in such capacity, the “Collateral Administrator”); The Bank of New York Mellon Trust Company, National Association, in its capacity as securities intermediary (in such capacity, the “Securities Intermediary”); and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
MANULIFE PRIVATE CREDIT FUND (a Delaware Statutory Trust) AGREEMENT AND DECLARATION OF TRUST Dated as of February 8, 2023, as amended June 5, 2023Agreement and Declaration of Trust • August 4th, 2023 • Manulife Private Credit Fund • Delaware
Services AgreementServices Agreement • August 4th, 2023 • Manulife Private Credit Fund • New York
Fund(s) and Management may be referred to collectively as “Client.” SS&C and Client each may be referred to individually as a “Party” or collectively as “Parties.”
SERVICE LEVEL AGREEMENTService Level • September 18th, 2023 • Manulife Private Credit Fund • Massachusetts
THIS AGREEMENT (the “Agreement”) is dated as of this 17th day of January 2019, by and between Hancock Capital Investment Management, LLC (“HCIM”) and John Hancock Advisers, LLC (“JHA”).
FORM OF CUSTODY AGREEMENT By and Between THE BANK OF NEW YORK MELLON And MANULIFE PRIVATE CREDIT FUNDCustody Agreement • August 4th, 2023 • Manulife Private Credit Fund • New York
This Custody Agreement is made and entered into as of the latest date set forth on the signature page hereto (the “Effective Date”) by and between THE BANK OF NEW YORK MELLON, a New York state chartered bank (“BNY Mellon”), and MANULIFE PRIVATE CREDIT FUND, a [CONTRACTING ENTITY TYPE] (“Customer”). BNY Mellon and Customer are collectively referred to as the “Parties” and individually as a “Party”.
CUSTODY AGREEMENT By and Between THE BANK OF NEW YORK MELLON And MANULIFE PRIVATE CREDIT FUNDCustody Agreement • September 18th, 2023 • Manulife Private Credit Fund • New York
This Custody Agreement is made and entered into as of the latest date set forth on the signature page hereto (the “Effective Date”) by and between THE BANK OF NEW YORK MELLON, a New York state chartered bank (“BNY Mellon”), and MANULIFE PRIVATE CREDIT FUND, a Delaware statutory trust (“Customer”). BNY Mellon and Customer are collectively referred to as the “Parties” and individually as a “Party”.
AMENDED AND RESTATED SERVICE AGREEMENTService Agreement • August 4th, 2023 • Manulife Private Credit Fund • Massachusetts
THIS AGREEMENT (the “Agreement”) is dated as of this 19th day of July, 2023, by and between the trusts listed in Appendix A (the “Funds”) and Manulife Investment Management Private Markets (US) LLC (“John Hancock”).
FORM OF FUND OF FUNDS INVESTMENT AGREEMENTFunds Investment Agreement • February 28th, 2024 • Manulife Private Credit Fund
THIS AGREEMENT, dated as of October 9, 2023, 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.
Dated as of July 19, 2023 John Hancock Investment Management Distributors LLC Boston, MA 02116 Ladies and Gentlemen:Manulife Private Credit Fund • August 4th, 2023
This letter sets forth the agreement between Manulife Private Credit Fund, a Delaware statutory trust (the “Trust”) that has elected to operate as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”), and John Hancock Investment Management Distributors LLC, a Delaware limited liability company (the “Placement Agent”), relating to the offering and sale of shares of beneficial interests (“Shares”) of the Trust in accordance with the exemption from registration under the Securities Act of 1933, as amended (the “1933 Act”), set forth in Rule 506 of Regulation D under the 1933 Act.
MANULIFE PRIVATE CREDIT FUND (a Delaware Statutory Trust) AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated as of February 8, 2023, as amended June 5, 2023 and September 14, 2023Agreement And • September 18th, 2023 • Manulife Private Credit Fund • Delaware
AMENDMENT TO THE SERVICE LEVEL AGREEMENTService Level Agreement • September 18th, 2023 • Manulife Private Credit Fund
AMENDMENT made as of the 19th day of July, 2023 is made to the Service Level Agreement dated January 17, 2019, as amended (the “Agreement”), by and between Manulife Investment Management Private Markets (US) LLC (formerly, Hancock Capital Investment Management, LLC) and John Hancock Investment Management (US) LLC (formerly. John Hancock Advisers, LLC) (“John Hancock”).
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • August 4th, 2023 • Manulife Private Credit Fund • Delaware
Investment Advisory Agreement dated July 19, 2023 (the “Agreement”), between Manulife Private Credit Fund, a Delaware statutory trust (the “Trust”), and Manulife Investment Management Private Markets (US) LLC, a Delaware limited liability company (the “Adviser”). In consideration of the mutual covenants contained herein, the parties agree as follows:
SALE AND CONTRIBUTION AGREEMENTSale and Contribution Agreement • March 27th, 2024 • Manulife Private Credit Fund • New York
This Sale and Contribution Agreement, dated as of March 26, 2024 (the “Agreement”), is among MANULIFE PRIVATE CREDIT FUND, a Delaware statutory trust (“MPCF”), as seller (the “Seller”) and MANULIFE PRIVATE CREDIT FUND SPV, LLC, a Delaware limited liability company, as purchaser (the “Purchaser”) (each a “Party” and together the “Parties”).
Manulife Investment Management Private Markets (US) LLC 200 Berkeley Street Boston, MA 02116Manulife Private Credit Fund • August 4th, 2023
This fee waiver agreement expires on the date specified below, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.
