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.”
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”.
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”).
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.
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:
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.
