Note 4—Related Party Transactions

Investment Management Agreement

The Manulife Transaction resulted in the automatic termination of the Fund’s prior investment management agreement with the Investment Adviser (the “Prior Investment Management Agreement”) under the 1940 Act. Prior thereto, on August 27, 2025, the Board approved a new investment management agreement between the Fund and the Investment Adviser (the “Investment Management Agreement”), subject to shareholder approval. At a special meeting of shareholders on September 24, 2025, shareholders approved the Investment Management Agreement, which became effective upon the closing of the Manulife Transaction. All material terms remain unchanged from the Prior Investment Management Agreement to the Investment Management Agreement, including the management and incentive fees payable by the Fund. The Investment Management Agreement was most recently amended and restated as of February 19, 2026.

Management Fee

The Management Fee will be calculated and payable quarterly in arrears at an annual rate of 1.25% of net assets as of the beginning of the first calendar day of the applicable quarter. The Management Fee will be appropriately adjusted for any share issuances or repurchases during the applicable quarter.

For the three months ended March 31, 2026 and 2025, the Fund incurred $1,450.4 and $836.6, respectively, in Management Fees under the Investment Management Agreement. As of March 31, 2026 and December 31, 2025, the payable related to the Management Fees were $1,450 and $1,443, respectively.

Incentive Fee

The Incentive Fee consists of two components that are independent of each other. A portion of the Incentive Fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s capital gains, each as described below:

The first part is calculated and payable quarterly in arrears on the Fund’s Pre-Incentive Fee Net Investment Income Returns. For this purpose, Pre-Incentive Fee Net Investment Income Returns means dividends, cash interest or other distributions or other cash income and any third-party fees received from portfolio companies (such as upfront fees, commitment fees, origination fee, amendment fees, ticking fees and break-up fees, as well as prepayments premiums, but excluding fees for providing managerial assistance and fees earned by Investment Adviser or an affiliate in its capacity as an administrative agent, syndication agent, collateral agent, loan servicer or other similar capacity), accrued during the month, minus the Fund’s operating expenses for the month (including the Management Fee, taxes, any expenses payable under the Investment Management Agreement and Administration Agreement (as defined below), any expense of securitizations, and interest expense or other financing fees and any dividends paid on preferred shares, but excluding the incentive fee and shareholder servicing and /or distribution fees). Pre-Incentive Fee Net Investment Income Returns includes, in the case of investments with a deferred interest feature (such as OID, debt instruments with PIK interest and zero-coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment

Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns.

Pre-Incentive Fee Net Investment Income Returns, expressed as a percentage of the value of the Fund’s net assets at the end of the immediately preceding quarter, is compared to a hurdle. The Fund will pay the Investment Adviser an incentive fee with respect to Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

These calculations are pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the applicable quarter.

The second part of the Incentive Fee, the capital gains incentive fee, will be payable in arrears as of the end of each calendar year and will equal 12.5% of the Fund’s cumulative realized capital gains, if any, from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation, less the aggregate amount of any previously paid incentive fees on fees on capital gains as calculated in accordance with GAAP.

Each year, the fee paid for the capital gains incentive fee is net of the aggregate amount of any previously paid capital gains incentive fee for all prior periods. The Fund will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Investment Adviser if the Fund were to sell the relevant investment and realize a capital gain. For purposes of computing the Fund’s Incentive Fee on capital gains, the calculation methodology looks through derivative financial instruments or swaps, if owned, as if the Fund owned the reference assets directly.

The fees that are payable under the Investment Management Agreement for any partial period will be appropriately prorated.

For the three months ended March 31, 2026 and 2025, the Fund incurred $1,680.9 and $810.8, respectively, in Incentive Fees related to the Pre-Incentive Fee Net Investment Income Returns, and recognized a net reversal of previously accrued Incentive Fees of $107.4 and net accrued Incentive Fees of $113.0, respectively, related to the capital gains incentive fee, respectively. Any fees waived under the Investment Management Agreement are not subject to future reimbursement to the Investment Adviser pursuant to the Expense Limitation and Reimbursement Agreement (as defined below). As of March 31, 2026 and December 31, 2025, the payable related to the Pre-Incentive Fee Net Investment Income Returns were $1,679.4 and $1,332.7, respectively, and the payable related to Incentive Fees related to the capital gains incentive fee were $0.0 and $107.4, respectively.

Administration Agreement

The Fund entered into an administration agreement (the "Administration Agreement") with AMG Funds LLC, a Delaware limited liability company and wholly-owned subsidiary of Affiliated Managers Group, Inc. (the "Administrator"), under which the Administrator performs or oversees the performance of certain administrative services for the Fund. Effective December 13, 2024, the Fund pays the Administrator a fee (the "Administration Fee") at the rate of 0.25% per annum of the Fund’s net assets as of the beginning of the first calendar day of the applicable month, adjusted for any share issuances or repurchases during the applicable month. The Administration Fee was accrued monthly and payable quarterly in arrears.

For the three months ended March 31, 2026 and 2025, the Fund incurred $290.0 and $167.6, respectively, in administration fees under its the administration agreement with AMG. Any fees waived under the Administration Agreement are not subject to future reimbursement to the Administrator pursuant to the Expense Limitation and Reimbursement Agreement.

Managing Dealer Agreement

On November 6, 2025, the Fund entered into a managing dealer agreement with John Hancock Investment Management Distributors LLC (the “Managing Dealer” and the “Managing Dealer Agreement”). Under the Managing Dealer Agreement, the Managing Dealer manages the Fund's relationships with third-party brokers engaged by the Managing Dealer to participate in the distribution of shares, which the Fund refers to as "participating brokers," and financial advisors.

Under a Distribution and Servicing Plan, the Fund will pay the Managing Dealer, subject to FINRA and other limitations, with respect to the Class S, Class D and Class F shares, 0.85%, 0.25% and 0.50%, respectively, on an annualized basis as a percentage of the net asset value for such class. Class I shares are not subject to any shareholder servicing or distribution fees. The shareholder servicing and/or distribution fees will be paid monthly in arrears, calculated using the net assets of the applicable class as of the beginning of the first calendar day of the month. No such fees have been incurred to date as there have been no subscriptions to these classes.

Expense Limitation and Reimbursement Agreement

The Fund entered into the Third Amended and Restated Expense Limitation and Reimbursement Agreement with the Investment Adviser effective as of November 3, 2025, which will terminate on May 1, 2026, unless renewed by mutual agreement of the Investment Adviser and the Fund, or unless otherwise terminated by the Fund’s Board upon at least thirty (30) days written notice to the Investment Adviser (the "Expense Limitation and Reimbursement Agreement"). Pursuant to the Expense Limitation and Reimbursement Agreement, the Investment Adviser is obligated to pay, absorb or reimburse all of the Fund's operating costs and expenses incurred, including, but not limited to organization and offering costs and legal, administration, accounting, printing, mailing, subscription processing and filing fees and expenses, as determined in accordance with GAAP ("Operating Expenses") above 1.25% of the value of the Fund’s monthly net assets as of the beginning of the first calendar day of the applicable month adjusted for any share issuances or repurchases during the applicable month during the period of time that the Fund operates as a publicly-offered, non-traded BDC (each such payment, absorption or reimbursement, a "Required Expense Payment"). Any Required Expense Payment must be paid by the Investment Adviser in any combination of cash or other immediately available funds and/or offset against amounts due from the Fund to the Investment Adviser or its affiliates. Prior to November 3, 2025, the Fund operated under the Second Amended Expense Limitation and Reimbursement Agreement, pursuant to which the Investment Adviser and the Administrator were each obligated to pay and absorb the Fund’s operating costs and expenses incurred above 1.25% of the value of the Fund’s monthly net assets as of the beginning of the first calendar day of the applicable month adjusted for any share issuances or repurchases during the applicable month.

For the three months ended March 31, 2026 and 2025, the Fund was reimbursed $255 and $267, respectively, by the Investment Adviser and the Administrator. As of March 31, 2026 and December 31, 2025, the Fund owed the Investment Adviser $0 in recoupment, which is reflected in the Consolidated Statement of Assets and Liabilities under "Due to affiliates". As of March 31, 2026 and December 31, 2025, the Investment Adviser owed the Fund $1,140 and $1,437, respectively, in expense reimbursement, which is reflected in the Consolidated Statements of Assets and Liabilities under "Due from affiliates". At March 31, 2026, the Fund's expiration of reimbursements subject to recoupment was as follows:

SEC Exemptive Relief

As a BDC, the Fund is subject to certain regulatory restrictions in making its investments. The 1940 Act generally prohibits BDCs from entering into negotiated co-investments with affiliates absent an order from the SEC. On May 6, 2026, the SEC granted certain affiliates of Manulife an exemptive order (the "Co-Investment Order") that allows the Fund to enter into certain negotiated co-investment transactions alongside other funds managed by the Investment Adviser or its affiliates in a manner consistent with its investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with conditions. The Co-Investment Order, which supersedes the prior co-investment order issued to certain affiliates of Manulife on December 12, 2023, is a new form of co-investment exemptive relief that adopts a more flexible requirement that allocations be “fair and equitable” to the Fund and that the Investment Adviser considers the interests of the Fund and any other affiliated 1940 Act-regulated funds that rely on the Co-Investment Order in allocations and which minimizes certain board approval requirements as compared to the prior form of co-investment exemptive relief. Among other things, under the Co-Investment Order, the terms, conditions, price, class of securities to be purchased in respect of a particular investment, the date on which such investment is to be made and any registration rights applicable thereto, must be generally the same for the Fund and each other participating affiliated entity. The requirements of the Co-Investment Order (including any requirements for board approval thereunder), as well as other regulatory requirements associated with the Fund and any other affiliated 1940 Act-regulated funds that rely on the Co-Investment Order, potentially will impact the investment allocations among participating entities (including, for the avoidance of doubt, the Fund) or otherwise impact allocation results. Any changes to the Co-Investment Order or the rules and other guidance promulgated by the SEC and its staff under the 1940 Act could impact allocations made available to the Fund and thereby affect (and potentially decrease) the allocation made to us or otherwise impact the process for allocations in transactions in which we participate.

On March 14, 2025, the SEC issued an order (the "Multi-Class Order") granting the Fund’s application for exemptive relief from Sections 18(a)(2), 18(c), 18(i) and 61(a) under the 1940 Act. Under the terms of the Multi-Class Order, the Fund is permitted to offer multiple classes of its Common Shares with varying sales loads and asset-based distribution and/or service fees. For the three months ended March 31, 2026, the Fund did not issue any Class S, Class D, or Class F shares.