Exhibit 10.1

 

Manulife Investment Management Private Markets (US) LLC 200 Berkeley Street Boston, MA 02116

July 16, 2025 

To the Trustees of 

Manulife Private Credit Fund

200 Berkeley Street 

Boston, MA 02116

Re: Expense Limitation and Reimbursement Letter Agreement and Contractual Fee Waiver Notice

With reference to the Investment Advisory Agreement approved by the Board and entered into by and between Manulife Investment Management Private Markets (US) LLC (the “Adviser”) and Manulife Private Credit Fund (the “Fund”), we hereby notify you as follows:

1. The Adviser agrees to contractually waive its advisory fees or, to the extent necessary, reimburse other expenses of the Fund as set forth in Appendix A hereto.

2. We understand and intend that the Fund will rely on this undertaking in overseeing the preparation and filing of Form 10-K, Form 10-Q and other filings with the Securities and Exchange Commission, in accruing the Fund’s expenses for purposes of calculating its net and gross asset value per share, and for other purposes permitted under the Investment Company Act of 1940, as amended, and the Securities Exchange Act of 1934, as amended, and we expressly permit the Fund so to rely.

 

Agreed and Accepted

on behalf of Manulife Private Credit Fund

By: /s/ Salvatore Schiavone

   Salvatore Schiavone

   Assistant Treasurer

A copy of the document establishing the Fund as a Delaware Trust is filed with the State of Delaware. This Agreement is executed by the officer in his or her capacity as such and not as an individual and is not binding upon any of the Trustees, officers or shareholders of the Fund individually but only upon the assets of the Fund.

 

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APPENDIX A

Fund Level Contractual Limitation on Other Fund Level Expenses

For purposes of this Appendix:

For a one-year term beginning on October 4, 2025 and ending on October 3, 2026 (the “Limitation Period”), the Adviser contractually agrees to reduce its advisory fee for the Fund or, if necessary, make payment to the Fund, in an amount equal to the amount by which the aggregate “Expenses” of the Fund incurred in the ordinary course of the Fund’s business exceed the annual rate as set forth in the table below of the Fund’s monthly net assets (the “Expense Cap”).

“Expenses” means all the expenses of the Fund, excluding: (1) advisory and incentive fees, (2) interest expense and other borrowing related costs, fees and expenses, (3) Rule 12b-1 fees; (4) any cashiering or other investment servicing fees; (5) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the business of the Fund; (6) taxes; (7) short dividends, (8) Acquired Fund Fees and Expenses; 1 (9) class specific expenses; (10) portfolio brokerage commissions; (11) expenses related to, or incurred by, special purpose vehicles or other subsidiaries of the Fund held directly or indirectly by the Fund; (12) expenses, including legal expenses, related to investments of the Fund; and (13) expenses, including legal expenses, related to co-investment transactions involving the Fund.

For any month in which the Fund’s Expenses exceed the Expense Cap, the Adviser will reimburse the Fund for expenses to the extent necessary to eliminate such excess. The Adviser may also directly pay expenses on behalf of the Fund and waive reimbursement under this expense limitation and reimbursement letter agreement.

This expense limitation and reimbursement letter agreement expires on the Expiration Date of the Expense Limit, as set forth in the table below, unless renewed by mutual agreement of the Fund and the Adviser for successive terms of one year based upon a determination that this is appropriate under the circumstances at that time. This expense limitation and reimbursement letter agreement will also terminate automatically upon the termination of the Investment Advisory Agreement between the Fund and the Adviser, unless a new investment advisory agreement with the Adviser (or with an affiliate under common control with the Adviser) becomes effective upon such termination.

 

Fund		Limit on Fund Level Expenses				Expiration Date of Expense Limit
Manulife Private Credit Fund			0.50	%		October 3, 2026

1	“Acquired Fund Fees and Expenses” are based on indirect net expenses associated with the Fund’s investments in underlying investment companies.

 

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