Manulife Private Credit Fund

NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Manulife Private Credit Plus Fund

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

SC 13G 1 d629153dsc13g.htm MANULIFE PRIVATE CREDIT FUND Manulife Private Credit Fund

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G*

(Rule 13d-102)

INFORMATION TO BE INCLUDED

IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND

(d) AND AMENDMENTS THERETO

FILED PURSUANT TO RULE 13d-2

(AMENDMENT NO. )*

Manulife Private Credit Fund

(Name of Issuer)

Common Shares of Beneficial Ownership

(Title of Class of Securities)

Not Applicable

(CUSIP Number)

Betsy Anne Seel

200 Berkeley Street

Boston, MA

02116

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 1, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

*	This figure is approximate. Due to the timing of the Issuer’s determination of its net asset value, the number of shares owned and the percentage ownership of the Issuer cannot be determined at the time of this filing.


Item 1(a).		Name of Issuer:

		Manulife Private Credit Fund

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		200 Berkeley Street, Boston, MA 02116

Item 2(a).		Name of Person Filing:

		Manulife Private Credit Plus Fund

Item 2(b).		Address of Principal Business Office or, if none, Residence:

		200 Berkeley Street, Boston, MA 02116

Item 2(c).		Citizenship:

		United States of America

Item 2(d).		Title of Class of Securities:

		Common Shares of Beneficial Ownership

Item 2(e).		CUSIP Number:

		Not Applicable


Item 3.		If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):


(a)	☐	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)	☐	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☒	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	☐	Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);

(f)	☐	Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);

(g)	☐	Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);

(h)	☐	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ .


Item 4.		Ownership.


		(a)		Amount beneficially owned: 721,313 shares*

		(b)		Percent of class: 22.5% of shares*

		(c)		Number of shares as to which the person has:

		(i)		Sole power to vote or to direct the vote: 721,313 shares*

		(ii)		Shared power to vote or to direct the vote:

		(iii)		Sole power to dispose or to direct the disposition of: 721,313 shares*

		(iv)		Shared power to dispose or to direct the disposition of:

*	This figure is approximate. Due to the timing of the Issuer’s determination of its net asset value, the number of shares owned and the percentage ownership of the Issuer cannot be determined at the time of this filing.


Item 5.		Ownership of Five Percent or Less of a Class.

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.		Ownership of More Than Five Percent on Behalf of Another Person.

		Not applicable

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

		Not applicable

Item 8.		Identification and Classification of Members of the Group.

		Not applicable

Item 9.		Notice of Dissolution of Group.

		Not applicable

Item 10.		Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 8, 2023


Manulife Private Credit Plus Fund

By:		/s/ Betsy Anne Seel
		Name: Betsy Anne Seel
		Title: Assistant Secretary