Note 1—Organization and Business Purpose

Organization

John Hancock Comvest Private Income Fund (the "Fund") is a Delaware statutory trust. The Fund was formed under the name Comvest Credit Partners BDC Fund, L.P. as a limited partnership on June 28, 2023, under the laws of the state of Delaware. The Fund changed its name to AMG Comvest Senior Lending Fund on October 23, 2023 and elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act") on October 24, 2023. On November 3, 2025, Manulife Financial Corporation (“Manulife”) acquired 75% of Comvest’s (as defined below) private credit business (the “Manulife Transaction”). In connection with the closing of the Manulife Transaction, the Fund changed its name to John Hancock Comvest Private Income Fund. The Fund is a diversified, closed-end management investment company that has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").

The Fund is managed by Comvest Credit Managers, LLC (the "Investment Adviser"), a Delaware limited liability company. The Investment Adviser is an affiliate of Comvest Capital Advisors LLC, Comvest Credit Advisors LLC and Commonwealth Credit Advisors LLC (collectively with their affiliates, "Comvest"), and Manulife (collectively with Comvest, "Manulife | Comvest Credit Partners"). The Investment Adviser is registered as an investment adviser with the Securities and Exchange Commission ("SEC") under the Investment Advisers Act of 1940, as amended.

The Fund's seed inception date was September 29, 2023 ("Inception Date"), and the commencement of investment operations date was October 18, 2023.

On March 11, 2024, the Fund established Comvest Senior Lending Blocker MF SPV, LLC ("Subsidiary I"), a wholly-owned subsidiary and Delaware limited liability company to hold equity securities of portfolio companies organized as a pass-through entity while continuing to satisfy the requirements of a RIC under the Code. Subsidiary I has filed an election to be treated as a corporation for tax purposes.

On April 15, 2024, the Fund established Comvest Senior Lending Fund LL1 SPV, LLC ("Subsidiary II"), a wholly-owned financing subsidiary and Delaware limited liability company, for the purpose of holding pledged investments as collateral under a Secured Loan Facility, as defined in Note 7—Borrowings. Subsidiary II is a disregarded entity for tax purposes.

On May 30, 2024, the Fund established Comvest SLF California, LLC ("Subsidiary III", collectively with Subsidiary I and Subsidiary II, the "Subsidiaries"), a wholly-owned subsidiary and Delaware limited liability company, which has been established to acquire investments in the state of California, as required by California law. Subsidiary III is a disregarded entity for tax purposes.

On December 13, 2024, the Fund received a notice of effectiveness from the SEC related to the Fund’s Form N-2 Registration Statement, on the basis of which the Fund publicly offers on a continuous basis up to $2.0 billion of common shares of the Fund pursuant to the Securities Act of 1933, as amended (the "Securities Act") (the "Public Offering"). The Fund has established Class I shares, Class S shares, Class F shares, and Class D shares. Prior to December 13, 2024, the Fund offered its common shares pursuant to the terms set forth in the Fund’s Confidential Private Placement Memorandum and subscription agreements that it entered into with investors in connection with its private offering of common shares (the "Private Offering"). The common shares in the Private Offering were sold under the exemption provided by Section 4(a)(2) of the Securities Act, only to investors that are "accredited investors" in accordance with Rule 506 of Regulation D promulgated under the Securities Act, and other exemptions of similar import in the laws of the states and jurisdictions where the Private Offering was made. All common shares issued under the Private Offering are now classified as Class I shares.

Business Purpose

The Fund’s investment objective is to generate current income and capital appreciation. The Fund's primary focus is to provide risk-adjusted returns and current income to investors by investing primarily in middle-market companies with earnings before interest, taxes, depreciation, and amortization ("EBITDA") generally between $10 million and $100 million within a wide range of industries, although the Fund intends to focus on industries in which the Investment Adviser and its affiliates have investing experience and access to operating resources, including but not limited to healthcare, financial services, business & technology services, industrials, consumer products, and franchisors/retail.