Form N-14 8C John Hancock Comvest

As filed with the Securities and Exchange Commission on June 22, 2026

Registration No. 333-     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT

UNDER

(Check appropriate box or boxes)

JOHN HANCOCK COMVEST PRIVATE INCOME FUND

(Exact Name of Registrant as Specified in Charter)

360 S. Rosemary Avenue, Suite 1700

West Palm Beach, Florida 33401

(Address of Principal Executive Offices)

(561) 727-2000

(Area Code and Telephone Number)

Michael Altschuler, Esq.

Comvest Credit Managers, LLC

360 S. Rosemary Avenue, Suite 1700

West Palm Beach, Florida 33401

(561) 727-2000

(Name and Address of Agent for Service)

Copies to:

Richard Horowitz, Esq.

Dechert LLP

1095 Avenue of the Americas

New York, New York 10036

Approximate Date of Proposed Public Offering: As soon as practicable after this registration statement becomes effective and upon completion of the transactions described in the enclosed document.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

MPCF Per Share NAV divided by (ii) the CVEST Per Share NAV. Following delivery of such calculations, each party will review and, if agreed, confirm in writing its agreement to the Closing MPCF Net Asset Value and the Closing CVEST Net Asset Value. If both parties confirm their agreement on or prior to the date that is five (5) calendar days following the Calculation Deadline (the “Review Period”), such values will become final and binding as of the date of such confirmation (the “Final Determination Date”). If any dispute arises during the Review Period, the parties will negotiate in good faith to resolve such dispute as promptly as practicable.

Your vote is extremely important. The holders of a majority of the shares of CVEST issued and outstanding and entitled to vote must be present at the CVEST Special Meeting or represented by proxy to establish quorum. At the CVEST Special Meeting, CVEST Shareholders will be asked to vote on the CVEST Proposal. The affirmative vote by the holders of more than fifty percent (50%) of the outstanding CVEST Common Shares entitled to vote on the CVEST Proposal is required for approval of the CVEST Proposal. Abstentions and broker non-votes, if any, will have the same effect as votes “against” the CVEST Proposal.

After careful consideration, the Board of Trustees of CVEST (the “CVEST Board”), including a majority of the trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of CVEST, unanimously recommends that CVEST Shareholders approve the CVEST Proposal.

It is important that your shares be represented at the CVEST Special Meeting. Please follow the instructions on the enclosed proxy card and authorize a proxy to vote your shares by signing, dating and returning the enclosed proxy card. Voting by proxy does not deprive you of your right to participate in the CVEST Special Meeting.

This joint proxy statement/prospectus describes the CVEST Special Meeting, the Mergers and the documents related to the Mergers (including the Merger Agreement) and other related matters that CVEST Shareholders should review before voting on the CVEST Proposal and should be retained for future reference. Please carefully read this entire document, including “Risk Factors” beginning on page 13 and as otherwise incorporated by reference in this joint proxy statement/prospectus, for a discussion of the risks relating to the Mergers, CVEST and MPCF. CVEST files periodic reports, current reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the “SEC”). This information is available free of charge, and shareholder inquiries can be made, by contacting CVEST at 360 S. Rosemary Avenue, Suite 1700, West Palm Beach, Florida 33401 or by calling CVEST at (561) 727-2000 or on CVEST’s website at https://www.jhinvestments.com. The SEC also maintains a website at www.sec.gov that contains such information. Except for the documents incorporated by reference into this joint proxy statement/prospectus, information on CVEST’s website is not incorporated into or a part of this joint proxy statement/prospectus.

No matter how many or few shares of CVEST you own, your vote and participation are very important to us.

Neither the SEC nor any state securities commission has approved or disapproved of the CVEST Common Shares to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [●], 2026 and is first being mailed or otherwise delivered to CVEST Shareholders on or about [●], 2026.

JOHN HANCOCK COMVEST PRIVATE INCOME FUND

360 S. Rosemary Avenue, Suite 1700

West Palm Beach, Florida 33401

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

360 S. Rosemary Avenue, Suite 1700, West Palm Beach, Florida 33401

[●], 2026, [●] [a.m.], Eastern Time

Dear Shareholder:

A Special Meeting of Shareholders (the “CVEST Special Meeting”) of John Hancock Comvest Private Income Fund, a Delaware statutory trust (“CVEST”), will be conducted on [●], 2026, at [●] [a.m.], Eastern Time at the offices of CVEST, 360 S. Rosemary Avenue, Suite 1700, West Palm Beach, Florida 33401.

At the CVEST Special Meeting, the holders of common shares, par value $0.001 per share (“CVEST Common Shares”), of CVEST (“CVEST Shareholders”) will consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of June 22, 2026 (as may be amended from time to time, the “Merger Agreement”), by and among CVEST, Manulife Private Credit Fund, a Delaware statutory trust (“MPCF”), John Hancock Comvest Merger Sub, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of CVEST (“Merger Sub”), Comvest Credit Managers, LLC, a Delaware limited liability company and the external investment adviser to CVEST (the “CVEST Adviser”), and Manulife Investment Management Private Markets (US) LLC, a Delaware limited liability company (the “MPCF Adviser”, together with the CVEST Adviser, each an “Adviser” and collectively, the “Advisers”), and approve the transactions contemplated thereby, including the Mergers (as defined below) (such proposal collectively, the “CVEST Proposal”).

AFTER CAREFUL CONSIDERATION, THE BOARD OF TRUSTEES OF CVEST (THE “CVEST BOARD”), INCLUDING A MAJORITY OF THE TRUSTEES WHO ARE NOT “INTERESTED PERSONS” OF CVEST, UNANIMOUSLY RECOMMENDS THAT CVEST SHAREHOLDERS APPROVE THE CVEST PROPOSAL.

You have the right to receive notice of, and to vote at, the CVEST Special Meeting if you were a Shareholder of record of CVEST at the close of business on [●], 2026. A joint proxy statement/prospectus is attached to this Notice that describes the matters to be voted upon at the CVEST Special Meeting or any adjournment(s) or postponement(s) thereof. The enclosed proxy card will instruct you as to how you may authorize a proxy to vote your shares by signing, dating and returning the enclosed proxy card. In addition, information regarding how to find the logistical details of the CVEST Special Meeting (including how to attend, participate in and vote during the meeting) is included beginning on page [●] of the attached joint proxy statement/prospectus.

Whether or not you plan to participate in the CVEST Special Meeting, we encourage you to authorize a proxy to vote your shares by following the instructions on the enclosed proxy card. Please note, however, that if you wish to vote during the CVEST Special Meeting and your shares are held of record by a broker or nominee, you must obtain a “legal” proxy issued in your name from that record holder.

We are not aware of any other business that may properly be brought before the CVEST Special Meeting and, pursuant to our bylaws, only the matters set forth in the notice of special meeting may be brought before the CVEST Special Meeting.

Thank you for your continued support of CVEST.

[●], 2026

To ensure proper representation at the CVEST Special Meeting, please follow the instructions on the enclosed proxy card to authorize a proxy to vote your shares via the Internet or telephone, or by signing, dating and returning the enclosed proxy card. Even if you authorize a proxy to vote your shares prior to the CVEST Special Meeting, you still may participate in the CVEST Special Meeting.

MANULIFE PRIVATE CREDIT FUND

200 Berkeley Street

Boston, Massachusetts 02116

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

[●], 2026

Dear Shareholder:

You are cordially invited to attend the Special Meeting of Shareholders (the “MPCF Special Meeting”) of Manulife Private Credit Fund, a Delaware statutory trust (“MPCF”), to be held on [●], 2026, at [●] [a.m.], Eastern Time, at the offices of MPCF, 200 Berkeley Street, Boston, Massachusetts 02116. Shareholders of record of MPCF at the close of business on [●], 2026 are entitled to notice of, and to vote at, the MPCF Special Meeting or any adjournment or postponement thereof.

The notice of special meeting and the joint proxy statement/prospectus accompanying this letter provide an outline of the business to be conducted at the MPCF Special Meeting. At the MPCF Special Meeting, you will be asked to approve the merger of Merger Sub (as defined below) with and into MPCF (the “Merger”), with MPCF continuing as the surviving company and as a wholly-owned subsidiary of John Hancock Comvest Private Income Fund, a Delaware statutory trust (“CVEST”), pursuant to the Agreement and Plan of Merger, dated as of June 22, 2026 (the “Merger Agreement”), by and among MPCF, CVEST, John Hancock Comvest Merger Sub, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of CVEST (“Merger Sub”), Comvest Credit Managers, LLC, a Delaware limited liability company and the external investment adviser to CVEST (the “CVEST Adviser”), and Manulife Investment Management Private Markets (US) LLC, a Delaware limited liability company (the “MPCF Adviser”, together with the CVEST Adviser, each an “Adviser” and collectively, the “Advisers”) (such proposal, the “MPCF Proposal”).

CVEST and MPCF are proposing a combination of both companies by a merger and related transactions pursuant to the Merger Agreement in which Merger Sub would merge with and into MPCF, with MPCF continuing as the surviving company and as a wholly-owned subsidiary of CVEST (the “Merger”). Immediately after the effectiveness of the Merger, MPCF will merge with and into CVEST (the “Second Merger” and, together with the Merger, the “Mergers”), with CVEST continuing as the surviving company. The closing of the Mergers is contingent upon (a) approval of the holders of common shares, par value $0.01 per share (“MPCF Common Shares”), of MPCF (“MPCF Shareholders”), (b) approval of the Merger by holders of common shares, par value $0.001 per share (“CVEST Common Shares”), of CVEST and (c) satisfaction or waiver of certain other closing conditions.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each MPCF Common Share issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a number of Class I CVEST Common Shares equal to the Exchange Ratio (as defined below) (cash will be paid in lieu of fractional shares). The actual issuance and delivery of Class I CVEST Common Shares constituting the Merger Consideration will not occur until after the Final Determination Date after the closing of the Mergers, at which time the Exchange Ratio shall be finally determined in accordance with the Merger Agreement. All terms not defined herein shall have the same meanings ascribed to such terms in the Merger Agreement.

As of [●], 2026, the net asset value (“NAV”) of CVEST Common Shares was $[●] per share. As of [●], 2026, the NAV of MPCF Common Shares was $[●] per share. Based on the NAVs of CVEST and MPCF as of March 31, 2026, CVEST would issue approximately 0.82 Class I CVEST Common Shares for each MPCF Common Share outstanding.

Under the Merger Agreement, as promptly as practicable following the Closing, and in any event within twenty (20) calendar days following the Closing Date (or such later date as may be mutually agreed by CVEST and the MPCF Adviser) (the “Calculation Deadline”), each of CVEST and MPCF will deliver to the other a final

calculation of its respective NAV as of the Determination Date, in each case calculated in good faith and based on the same assumptions and methodologies, and applying the same categories of adjustments to net asset value, historically used in preparing such calculation. Based on such calculations, the parties will calculate the MPCF Per Share NAV and the CVEST Per Share NAV. The “Exchange Ratio” will be equal to the quotient (rounded to four decimal places) of (i) the MPCF Per Share NAV divided by (ii) the CVEST Per Share NAV. Following delivery of such calculations, each party will review and, if agreed, confirm in writing its agreement to the Closing MPCF Net Asset Value and the Closing CVEST Net Asset Value. If both parties confirm their agreement on or prior to the date that is five (5) calendar days following the Calculation Deadline (the “Review Period”), such values will become final and binding as of the date of such confirmation (the “Final Determination Date”). If any dispute arises during the Review Period, the parties will negotiate in good faith to resolve such dispute as promptly as practicable.

Your vote is extremely important. To conduct business at the MPCF Shareholder Meeting, one-quarter (1/4) of the MPCF Common Shares entitled to vote at the MPCF Special Meeting must be present, in person or represented by proxy to establish a quorum. At the MPCF Special Meeting, you will be asked to vote on the MPCF Proposal. The approval of the MPCF Proposal requires the affirmative vote of a “majority of the outstanding voting securities” of MPCF. Under the Investment Company Act of 1940, as amended (“1940 Act”), a “majority of the outstanding voting securities” of MPCF is the lesser of: (1) 67% of the MPCF Common Shares at the MPCF Special Meeting if the holders of more than 50% of the MPCF Common Shares are present or represented by proxy, or (2) more than 50% of the MPCF Common Shares. Abstentions and broker non-votes, if any, will have the same effect as votes “against” the MPCF Proposal. After careful consideration, the Board of Trustees of MPCF (the “MPCF Board”), including a majority of the trustees who are not “interested persons” (as defined in the 1940 Act) of MPCF, unanimously recommends that MPCF Shareholders approve the MPCF Proposal.

It is important that your shares be represented at the MPCF Special Meeting. Please follow the instructions on the enclosed proxy card and authorize a proxy to vote your shares by signing, dating and returning the enclosed proxy card. Voting by proxy does not deprive you of your right to participate in the MPCF Special Meeting.

This joint proxy statement/prospectus describes the MPCF Special Meeting, the Mergers, and the documents related to the Mergers (including the Merger Agreement) that MPCF Shareholders should review before voting on the MPCF Proposal and should be retained for future reference. Please carefully read this entire document, including “Risk Factors” beginning on page 13 and as otherwise incorporated by reference in this joint proxy statement/prospectus, for a discussion of the risks relating to the Mergers, MPCF and CVEST. MPCF files periodic reports, current reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the “SEC”). This information is available free of charge, and shareholder inquiries can be made, by contacting MPCF at 200 Berkeley Street, Boston, Massachusetts 02116 or by calling MPCF at (617) 663-3000. The SEC also maintains a website at www.sec.gov that contains such information.

No matter how many or few shares of MPCF you own, your vote and participation are very important to us.

Neither the SEC nor any state securities commission has approved or disapproved of the CVEST Common Shares to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [●], 2026 and is first being mailed or otherwise delivered to MPCF Shareholders on or about [●], 2026.

MANULIFE PRIVATE CREDIT FUND

200 Berkeley Street

Boston, Massachusetts 02116

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

200 Berkeley Street, Boston, Massachusetts 02116

[●], 2026, at [●] [a.m.], Eastern Time

Dear Shareholder:

A Special Meeting of Shareholders (the “MPCF Special Meeting”) of Manulife Private Credit Fund, a Delaware statutory trust (“MPCF”), will be conducted on [●], 2026, at [●] [a.m.], Eastern Time at the offices of MPCF, 200 Berkeley Street, Boston, Massachusetts 02116.

At the MPCF Special Meeting, holders of common shares, par value $0.01 per share, of MPCF (“MPCF Shareholders”) will consider and vote on a proposal to approve the merger of Merger Sub (as defined below) with and into MPCF (the “Merger”) with MPCF continuing as the surviving company and as a wholly-owned subsidiary of John Hancock Comvest Private Income Fund, a Delaware statutory trust (“CVEST”), pursuant to the Agreement and Plan of Merger, dated as of June 22, 2026 (as may be amended from time to time, the “Merger Agreement”), by and among MPCF, CVEST, John Hancock Comvest Merger Sub, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of CVEST (“Merger Sub”), Comvest Credit Managers, LLC, a Delaware limited liability company and the external investment adviser to CVEST (the “CVEST Adviser”), and Manulife Investment Management Private Markets (US) LLC, a Delaware limited liability company (the “MPCF Adviser”, together with the CVEST Adviser, each an “Adviser” and collectively, the “Advisers”) (such proposal collectively, the “MPCF Proposal”).

MPCF is proposing a combination of CVEST and MPCF by a merger and related transactions pursuant to the Merger Agreement in which Merger Sub would merge with and into MPCF, with MPCF continuing as the surviving company and as a wholly-owned subsidiary of CVEST (the “Merger”). Immediately after the effectiveness of the Merger, MPCF will merge with and into CVEST (the “Second Merger” and, together with the Merger, the “Mergers”), with CVEST continuing as the surviving company.

AFTER CAREFUL CONSIDERATION, THE BOARD OF TRUSTEES OF MPCF (THE “MPCF BOARD”), INCLUDING A MAJORITY OF THE TRUSTEES WHO ARE NOT “INTERESTED PERSONS” (AS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (“1940 ACT”) OF MPCF, UNANIMOUSLY RECOMMENDS THAT MPCF SHAREHOLDERS APPROVE THE MPCF PROPOSAL.

You have the right to receive notice of, and to vote at, the MPCF Special Meeting if you were a Shareholder of record of MPCF at the close of business on [●], 2026. A joint proxy statement/prospectus is attached to this Notice that describes the matters to be voted upon at the MPCF Special Meeting or any adjournment(s) or postponement(s) thereof. The enclosed proxy card will instruct you as to how you may authorize a proxy to vote your shares by signing, dating and returning the enclosed proxy card. In addition, information regarding how to find the logistical details of the MPCF Special Meeting (including how to attend, participate in and vote during the meeting) is included beginning on page [●] of the attached joint proxy statement/prospectus.

Whether or not you plan to participate in the MPCF Special Meeting, we encourage you to authorize a proxy to vote your shares by following the instructions on the enclosed proxy card.

We are not aware of any other business that may properly be brought before the MPCF Special Meeting and, pursuant to our bylaws, only the matters set forth in the notice of special meeting may be brought before the MPCF Special Meeting.

Thank you for your continued support of MPCF.

[●], 2026

To ensure proper representation at the MPCF Special Meeting, please follow the instructions on the enclosed proxy card to authorize a proxy to vote your shares by signing, dating and returning the enclosed proxy card. Even if you authorize a proxy to vote your shares prior to the MPCF Special Meeting, you still may participate in the MPCF Special Meeting.

TABLE OF CONTENTS

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ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form N-14 filed with the U.S. Securities and Exchange Commission (the “SEC”) by John Hancock Comvest Private Income Fund, a Delaware statutory trust (“CVEST”), (File No. 333-[●]), constitutes a prospectus of CVEST under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of beneficial interest, par value $0.001 per share, of CVEST (“CVEST Common Shares”) to be issued to holders of the shares of beneficial interest, par value $0.01 per share (“MPCF Common Shares”), of Manulife Private Credit Fund (“MPCF Shareholders”), a Delaware statutory trust (“MPCF”), pursuant to the Agreement and Plan of Merger, dated as of June 22, 2026, by and among CVEST, MPCF, John Hancock Comvest Merger Sub, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of CVEST (“Merger Sub”), Comvest Credit Managers, LLC, a Delaware limited liability company and the external investment adviser to CVEST (the “CVEST Adviser”), and Manulife Investment Management Private Markets (US) LLC, a Delaware limited liability company (the “MPCF Adviser”, together with the CVEST Adviser, each an “Adviser” and collectively, the “Advisers”) (as may be amended from time to time, the “Merger Agreement”).

This document also constitutes a joint proxy statement of CVEST and MPCF under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to: (1) the Special Meeting of holders of CVEST Common Shares (“CVEST Shareholders,”) (the “CVEST Special Meeting”), at which CVEST Shareholders will be asked to vote upon the CVEST Proposal (as defined below); and (2) the Special Meeting of MPCF Shareholders (the “MPCF Special Meeting”), at which MPCF Shareholders will be asked to vote upon the MPCF Proposal (as defined below).

You should rely only on the information contained in this joint proxy statement/prospectus, including in determining how to vote the common shares of CVEST or MPCF, as applicable. No one has been authorized to provide you with information that is different from that contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [●], 2026. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than that date. Neither any mailing of this joint proxy statement/prospectus to CVEST Shareholders or MPCF Shareholders nor the issuance of CVEST Common Shares in connection with the Mergers (as defined below) will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Except where the context otherwise indicates, information contained in this joint proxy statement/prospectus regarding CVEST has been provided by CVEST and information contained in this joint proxy statement/prospectus regarding MPCF has been provided by MPCF.

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RISK FACTORS

In addition to the other information included in this document, shareholders should carefully consider the risks described below in determining whether to approve in the case of CVEST Shareholders, the CVEST Proposal, and in the case of MPCF Shareholders, the MPCF Proposal. The information in “Item 1A. Risk Factors” in Part I of CVEST’s Annual Report on Form 10-K (file no. 814-01669) for the fiscal year ended December 31, 2025 and in “Item 1A. Risk Factors” in Part II of CVEST’s Quarterly Report on Form 10-Q (file no.  814-01669) for the quarter ended March 31, 2026 is incorporated herein by reference for general risks related to CVEST. The information in “Item 1A. Risk Factors” in Part I of MPCF’s Annual Report on Form 10-K (file no. 814-01664) for the fiscal year ended December 31, 2025 and in “Item 1A. Risk Factors” in Part II of MPCF’s Quarterly Report on Form 10-Q (file no. 814-01664) for the quarter ended March 31, 2026 is incorporated herein by reference for general risks related to MPCF. The occurrence of any of these risks could materially and adversely affect the business, prospects, financial condition, results of operations and cash flow of CVEST and MPCF and, following the Mergers, the combined fund and might cause you to lose all or part of your investment. The risks, as set out below and incorporated by reference herein, are not the only risks CVEST and MPCF and, following the Mergers, the combined fund face, and there may be additional risks that CVEST and MPCF do not presently know of or that they currently consider not likely to have a significant impact. New risks may emerge at any time and CVEST and MPCF cannot predict such risks or estimate the extent to which they may affect the business or financial performance of CVEST and MPCF and, following the Mergers, the combined fund. See also “Incorporation by Reference for CVEST,” “Incorporation by Reference for MPCF” and “Where You Can Find More Information” in this joint proxy statement/prospectus.

Comparison of Risks of CVEST and MPCF

As both CVEST and MPCF have similar investment strategies of investing predominantly in senior secured loans of middle-market companies, the principal investment risks of CVEST and MPCF are substantially similar.

Risks Relating to the Mergers

Most CVEST Shareholders and MPCF Shareholders will experience a reduction in percentage ownership and voting power in the combined fund as a result of the Mergers.

CVEST Shareholders will experience a reduction in their percentage ownership interests and effective voting power in respect of the combined fund relative to their percentage ownership interests in CVEST prior to the Mergers unless they hold a comparable or greater percentage ownership in MPCF. Consequently, CVEST Shareholders should generally expect to exercise less influence over the management and policies of the combined fund following the Mergers than they currently exercise over the management and policies of CVEST. MPCF Shareholders will experience a substantial reduction in their percentage ownership interests and effective voting power in respect of the combined fund relative to their percentage ownership interests in MPCF prior to the Mergers unless they hold a comparable or greater percentage ownership in CVEST. Consequently, MPCF Shareholders should generally expect to exercise less influence over the management and policies of the combined fund following the Mergers than they currently exercise over the management and policies of MPCF. In addition, prior to completion of the Mergers, subject to certain restrictions in the Merger Agreement and certain restrictions under the 1940 Act for issuances at prices below the then-current NAV per Common Share of CVEST, CVEST and MPCF may issue additional CVEST Common Shares and MPCF Common Shares, respectively, which would further reduce the percentage ownership of the combined fund to be held by current CVEST Shareholders and MPCF Shareholders.

CVEST may be unable to realize the benefits anticipated by the Mergers, including estimated cost savings, or it may take longer than anticipated to achieve such benefits.

The realization of certain benefits anticipated as a result of the Mergers will depend in part on the integration of MPCF’s investment portfolio with CVEST’s investment portfolio and the integration of MPCF’s

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business with CVEST’s business. Though the CVEST Adviser believes it can integrate CVEST and MPCF given the significant overlap in investment portfolios, operations and governance structure, there can be no assurance that MPCF’s investment portfolio or business can be operated profitably or integrated successfully into CVEST’s operations in a timely fashion or at all. The dedication of management resources to such integration may detract attention from the day-to-day business of the combined fund and there can be no assurance that there will not be substantial costs associated with the transition process or there will not be other material adverse effects as a result of these integration efforts. Such effects, including incurring unexpected costs or delays in connection with such integration and failure of MPCF’s investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined fund.

CVEST also expects to achieve certain synergies and cost savings from the Mergers when the two companies have fully integrated their portfolios. It is possible that the estimates of these synergies and potential cost savings could ultimately be incorrect. The cost savings estimates also assume CVEST will be able to combine its operations and MPCF’s operations in a manner that permits those cost savings to be fully realized. If the estimates turn out to be incorrect or if CVEST is not able to successfully combine MPCF’s investment portfolio or business with its operations, the anticipated synergies and cost savings may not be fully realized or realized at all or may take longer to realize than expected.

The termination of the Merger Agreement could negatively impact CVEST and MPCF.

If the Merger Agreement is terminated, there may be various consequences, including:

The Mergers are subject to closing conditions, including shareholder approvals, that, if not satisfied or (to the extent legally allowed) waived, will result in the Mergers not being completed, which may result in material adverse consequences to the business and operations of CVEST and MPCF.

The Mergers are subject to closing conditions, including certain approvals of CVEST Shareholders and MPCF Shareholders that, if not satisfied, will prevent the Mergers from being completed. The closing condition that MPCF Shareholders approve the MPCF Proposal may not be waived under applicable law and must be satisfied for the Mergers to be completed. If MPCF Shareholders do not approve the Mergers and the Mergers are not completed, the resulting failure of the Mergers could have a material adverse impact on CVEST’s and MPCF’s respective businesses and operations. If CVEST Shareholders do not approve the CVEST Proposal and the Mergers are not completed, the resulting failure of the Mergers could have a material adverse impact on CVEST’s and MPCF’s respective businesses and operations. In addition to the required approvals of CVEST Shareholders and MPCF Shareholders, the Mergers are subject to a number of other conditions beyond the control of CVEST and MPCF that may prevent, delay or otherwise materially adversely affect completion of the Mergers. CVEST and MPCF cannot predict whether and when these other conditions will be satisfied. The failure to complete the Mergers would result in CVEST and MPCF, and CVEST Shareholders and MPCF Shareholders, failing to realize the anticipated benefits of the Mergers described under “The Mergers—Reasons for the Mergers.”

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CVEST and MPCF may, to the extent legally allowed, waive one or more conditions to the Mergers without resoliciting shareholder approval.

Certain conditions to CVEST’s and MPCF’s respective obligations to complete the Mergers may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by mutual agreement. In the event that any such waiver does not require resolicitation of shareholders, CVEST and MPCF will each have the discretion to complete the Mergers without seeking further shareholder approval. The conditions requiring the approval of CVEST Shareholders and MPCF Shareholders, however, cannot be waived.

CVEST and MPCF will be subject to operational uncertainties and contractual restrictions while the Mergers are pending.

Uncertainty about the effect of the Mergers may have an adverse effect on CVEST or MPCF and, consequently, on the combined fund following completion of the Mergers. These uncertainties may cause those that deal with CVEST or MPCF to seek to change their existing business relationships with them. In addition, the Merger Agreement restricts CVEST and MPCF from taking actions that each might otherwise consider to be in its best interests. These restrictions may prevent CVEST or MPCF from pursuing certain business opportunities that may arise prior to the completion of the Mergers.

Litigation filed against CVEST and MPCF in connection with the Mergers could result in substantial costs and could delay or prevent the Mergers from being completed.

From time to time, CVEST and MPCF may be subject to legal actions, including securities class action lawsuits and derivative lawsuits, as well as various regulatory, governmental and law enforcement inquiries, investigations and subpoenas in connection with the Mergers. These or any similar securities class action lawsuits and derivative lawsuits, regardless of their merits, may result in substantial costs and divert management time and resources. An adverse judgment in such cases could have a negative impact on the liquidity and financial condition of CVEST, MPCF and/or the combined fund following the Mergers or could prevent the Mergers from being completed.

The Mergers may trigger certain “change of control” provisions and other restrictions in contracts of CVEST and MPCF or their affiliates and the failure to obtain any required consents or waivers could adversely impact the combined fund.

Certain agreements of CVEST and MPCF or their affiliates may require by their terms the consent or waiver of one or more counterparties in connection with the Mergers. The failure to obtain any such consent or waiver may permit such counterparties to terminate, or otherwise increase their rights or CVEST’s and MPCF’s obligations under, any such agreement because the Mergers or other transactions contemplated by the Merger Agreement may violate an anti-assignment, change of control or similar provision relating to any of such transactions. If this occurs, CVEST may have to seek to replace that agreement with a new agreement or seek an amendment to such agreement. CVEST and MPCF cannot assure you that CVEST will be able to replace or amend any such agreement on comparable terms or at all.

If any such agreement is material, the failure to obtain consents, amendments or waivers under, or to replace on similar terms or at all, any of these agreements could adversely affect the financial performance or results of operations of the combined fund following the Mergers, including preventing CVEST from operating a material part of MPCF’s business.

In addition, the consummation of the Mergers may violate, conflict with, result in a breach of provisions of, or the loss of any benefit under, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, acceleration or other change of any right or obligation (including any payment obligation) under, certain agreements of CVEST and MPCF. Any

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such violation, conflict, breach, loss, default or other effect could, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, assets or business of the combined fund following completion of the Mergers.

The CVEST Common Shares to be received by MPCF Shareholders as a result of the Mergers will have different rights associated with them than MPCF Common Shares currently held by them.

The rights associated with MPCF Common Shares are different from the rights associated with CVEST Common Shares. See “Comparison of CVEST and MPCF Shareholder Rights.”

Because the MPCF Per Share NAV and CVEST Per Share NAV will not be determined until after the Closing, MPCF Shareholders cannot be sure of the exact amount of CVEST Common Shares they will receive until the Final Determination Date.

At the Effective Time, each MPCF Common Share issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a number of CVEST Common Shares, equal to the Exchange Ratio (cash will be paid in lieu of fractional shares). The market value of such consideration to be received by MPCF Shareholders upon completion of the Mergers (the “Merger Consideration”) may vary from the last calculated MPCF NAV Per Share and CVEST NAV Per Share, respectively, on the date the Mergers were announced, on the dates of the MPCF Special Meeting and CVEST Special Meeting to consider the Merger Proposal and on the date the Mergers are completed. Any change in the CVEST NAV Per Share prior to completion of the Mergers will affect the market value of the Merger Consideration that MPCF Shareholders will receive upon completion of the Mergers. Additionally, the Exchange Ratio may fluctuate as MPCF’s and CVEST’s respective NAVs change prior to Closing.

Accordingly, at the time of the MPCF Special Meeting, MPCF Shareholders will not know or be able to calculate the market value of the Merger Consideration they would receive upon completion of the Mergers.

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COMPARATIVE FEES AND EXPENSES

Comparative Fees and Expenses Relating to the Mergers

The following table is intended to assist CVEST Shareholders and MPCF Shareholders in understanding the costs and expenses that an investor in CVEST Common Shares or MPCF Common Shares bears directly or indirectly and, based on the assumptions set forth below, the pro forma costs and expenses estimated to be incurred by the combined fund in the first year following completion of the Mergers. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this document contains a reference to fees or expenses paid or to be paid by “you,” “CVEST” or “MPCF,” shareholders will indirectly bear such fees or expenses as investors in CVEST or MPCF, as applicable. The table below is based on information as of December 31, 2025 for each party (except as noted below) and includes expenses of the applicable consolidated subsidiaries.

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For MPCF, the base management fee is calculated at an annual rate of 1.25% of the value of MPCF’s monthly net assets. The Management Fee will be payable monthly in arrears. See “Item 1. Business—Management Fee” in Part I of MPCF’s Annual Report on Form 10-K (file no.  814-01664) for the fiscal year ended December 31, 2025, for additional information.

The second part of the incentive fee (“capital gains incentive fee”) is determined and payable in arrears as of the end of each calendar year (or upon termination of the current CVEST Investment Management Agreement, if earlier) and equals 12.5% of their realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees.

See “Item 1. Business—Investment Management Agreement—Management Fee” in Part I of CVEST’s Annual Report on Form 10-K (file no. 814-01669) for the fiscal year ended December 31, 2025, for additional information about the incentive fee payable by CVEST.

The second part of the incentive fee (“capital gains incentive fee”) is determined and payable in arrears as of the end of each calendar year (or upon termination of the MPCF Investment Advisory Agreement, if earlier) and equals 12.5% of MPCF’s realized capital gains on a cumulative basis from October 3, 2024, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees.

See “Item 1. Business—Management Agreements—Compensation of the Adviser–Incentive Fees” in Part I of MPCF’s Annual Report on Form 10-K (file no. 814-01664) for the fiscal year ended December 31, 2025 for additional information about the incentive fee payable by MPCF.

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MPCF currently borrows funds under its credit facility and may borrow additional funds from time to time. The costs associated with MPCF’s outstanding borrowings are indirectly borne by its investors. The figure in the table assumes that MPCF borrows for investment purposes an amount equal to 100% of its weighted average net assets and that the average annual cost of borrowings, including the amortization of cost associated with obtaining borrowings and unused commitment fees, on the amount borrowed is 7.37%.

The “Pro Forma” column assumes the administration agreement between CVEST and JHIM, effective May 3, 2026, will continue in effect for the combined fund following the Mergers and reflects decreases in duplicative costs such as professional fees for legal, audit and tax fees, trustees’ fees, and other duplicative administrative and operating expenses directly related to the Mergers.

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Example

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in CVEST, MPCF or the combined fund’s common shares following completion of the Mergers on a pro forma basis, in each case assuming that CVEST, MPCF and the combined fund hold no cash or liabilities other than debt. In calculating the following expense amounts, each of CVEST and MPCF has assumed that it would have no additional leverage and that its annual operating expenses would remain at the levels set forth in the tables above. Calculations for the pro forma combined fund following the Mergers assume that the Mergers closed on [●], 2026 and that the leverage and operating expenses of CVEST and MPCF remain at the levels set forth in the tables above. Estimated transaction expenses related to the Mergers are not included in the following examples.

While the example assumes, as required by the SEC, a 5% annual return, performance of CVEST, MPCF and the combined fund will vary and may result in a return greater or less than 5%. The incentive fee based on pre-incentive fee net investment income under each of the current CVEST Investment Management Agreement and the MPCF Investment Advisory Agreement, which, assuming a 5% annual return, would either not be payable or would have an insignificant impact on the expense amounts shown above, is not included in the example. If sufficient returns are achieved on investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, expenses, and returns to investors, would be higher. This example assumes, where it indicates “(assumes no return from net realized capital gains),” that CVEST and MPCF will

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not realize any capital gains (computed net of all realized capital losses and unrealized capital depreciation). This example assumes, where it indicates “(assumes return entirely from realized capital gains),” that CVEST and MPCF will realize all net realized capital gains (computed net of all realized capital losses and unrealized capital depreciation). Under certain circumstances, reinvestment of dividends and other distributions under the relevant DRIP may occur at a price per share that differs from NAV. See “Distribution Reinvestment Plan of CVEST and MPCF” for additional information regarding CVEST’s and MPCF’s DRIP, respectively.

The example and the expenses in the table above should not be considered a representation of CVEST’s, MPCF’s, or, following completion of the Mergers, the combined fund’s, future expenses, and actual expenses may be greater or less than those shown.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus, including the documents incorporated by reference herein, contains statements that constitute forward-looking statements, which relate to CVEST, MPCF or, following the Mergers, the combined fund, regarding future events or the future performance or future financial condition of CVEST, MPCF or, following the Mergers, the combined fund. The forward-looking statements may include statements as to: future operating results of CVEST, MPCF or, following the Mergers, the combined fund and net investment income projections; business prospects of CVEST, MPCF or, following the Mergers, the combined fund and the prospects of their portfolio companies; and the impact of the investments that CVEST, MPCF or, following the Mergers, the combined fund expect to make. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with:

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In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this joint proxy statement/prospectus involve risks and uncertainties. The actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors” in Part I of each of CVEST’s and MPCF’s Annual Report on Form 10-K (file no. 814-01669 and 814-01664, respectively) for the fiscal year ended December  31, 2025, and in “Item 1A. Risk Factors” in Part II of each of CVEST’s and MPCF’s Quarterly Report on Form 10-Q (file no. 814-01669 and 814-01664, respectively) for the quarter ended March 31, 2026, as such factors may be updated from time to time in their periodic filings with the SEC, and elsewhere contained or incorporated by reference in this joint proxy statement/prospectus.

Other factors that could cause actual results to differ materially include:

CVEST and MPCF have based the forward-looking statements included in this joint proxy statement/prospectus on information available to them on the date of this presentation, and they assume no obligation to update any such forward-looking statements. Although CVEST and MPCF undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that CVEST and MPCF in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

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CAPITALIZATION

The following table sets forth (1) CVEST’s and MPCF’s actual capitalization as of March 31, 2026 and (2) CVEST’s pro forma capitalization as adjusted to reflect the effects of the Mergers. You should read this table together with CVEST’s and MPCF’s consolidated financial statements incorporated by reference herein.

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THE CVEST SPECIAL MEETING

Date, Time and Place of the CVEST Special Meeting

The CVEST Special Meeting will be held on [●], 2026, at [●] [a.m.], Eastern Time, at the offices of CVEST, 360 S. Rosemary Avenue, Suite 1700, West Palm Beach, Florida 33401. This joint proxy statement/prospectus and the accompanying materials are being mailed on or about [●], 2026 to shareholders of record of CVEST and are available at [●].

Purpose of the CVEST Special Meeting

At the CVEST Special Meeting, CVEST Shareholders will be asked to approve the CVEST Proposal.

After careful consideration, the CVEST Board, including a majority of the trustees who are not “interested persons” (as defined in the 1940 Act) of CVEST, unanimously recommends that CVEST Shareholders approve the CVEST Proposal.

Record Date

The CVEST Record Date is the close of business on [●], 2026. The CVEST Record Date was established by the CVEST Board, and only holders of record of CVEST Common Shares on the CVEST Record Date are entitled to receive notice of the CVEST Special Meeting and vote at the CVEST Special Meeting. As of the CVEST Record Date, there were [●] CVEST Common Shares issued and outstanding and entitled to vote. Each CVEST Common Share held by a holder of record as of the CVEST Record Date has one vote on each matter to be considered at the CVEST Special Meeting.

Quorum and Adjournments

For CVEST to conduct business at the CVEST Special Meeting, a quorum of CVEST Shareholders must be present. The presence at the CVEST Special Meeting, in person or represented by proxy, of the holders of a majority of the CVEST Common Shares issued and outstanding and entitled to vote will constitute a quorum of CVEST. Abstentions and broker non-votes, if any, will be treated as shares present for quorum purposes.

Pursuant to the CVEST Bylaws, the CVEST Special Meeting may be adjourned by the presiding officer of the meeting or the shareholders present in person or by proxy and entitled to vote. If quorum is not established for the CVEST Special Meeting, the chairman of the CVEST Special Meeting or the shareholders entitled to vote at the CVEST Special Meeting, present in person or represented by proxy, will have the power to adjourn the CVEST Special Meeting, without notice other than announcement at the CVEST Special Meeting, unless the adjourned meeting is set for a date that is more than 120 days after the original record date, a notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the CVEST Special Meeting.

Vote Required

Each CVEST Common Share has one vote on each matter to be considered at the CVEST Special Meeting or any adjournment or postponement thereof. Each CVEST Common Share is entitled to one vote for each CVEST Common Share held on the CVEST Record Date.

The affirmative vote by the holders of more than fifty percent (50%) of the outstanding CVEST Common Shares entitled to vote on the CVEST Proposal is required for approval of the CVEST Proposal. Abstentions and broker non-votes, if any, will have the same effect as votes “against” the CVEST Proposal.

Voting of Management

On the CVEST Record Date, CVEST’s executive officers and trustees owned and were entitled to vote approximately [●] CVEST Common Shares, representing approximately [●]% of the outstanding CVEST

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Common Shares on the CVEST Record Date. None of CVEST’s executive officers or trustees has entered into any voting agreement relating to the Mergers.

Voting of Proxies

CVEST encourages CVEST Shareholders to vote their shares, either by voting at the CVEST Special Meeting or by authorizing a proxy to vote your shares, which means that CVEST Shareholders authorize someone else to vote their shares. Shares represented by duly executed proxies will be voted in accordance with CVEST Shareholders’ instructions. If CVEST Shareholders execute a proxy without specifying their voting instructions, such CVEST Shareholders’ shares will be voted in accordance with the CVEST Board’s recommendation. Pursuant to the CVEST Bylaws, only the matters set forth in the notice of special meeting may be brought before the CVEST Special Meeting.

Important notice regarding the availability of proxy materials for the CVEST Special Meeting. CVEST’s joint proxy statement/prospectus and the proxy card are available at [●].

Revocability of Proxies

If you are a shareholder of record of CVEST, you have the unconditional right to revoke your proxy at any time prior to the voting thereof by (i) submitting a later-dated proxy via the mail to CVEST at the following address: 360 S. Rosemary Avenue, Suite 1700, West Palm Beach, FL 33401; or (ii) by attending the CVEST Special Meeting and voting in person. No written revocation of your proxy will be effective, however, unless and until it is received at or prior to the CVEST Special Meeting. If you hold CVEST Common Shares through a broker or nominee, you must follow the instructions you receive from them in order to revoke your voting instructions. Participating in the CVEST Special Meeting does not revoke your proxy unless you also vote in person at the CVEST Special Meeting.

Solicitation of Proxies

The CVEST Adviser will bear the cost of preparing, assembling and mailing this joint proxy statement/prospectus and the accompanying Notice of Special Meeting of CVEST Shareholders and Notice of Special Meeting of MPCF Shareholders, as applicable, and proxy card based on their respective numbers of shareholders. No additional compensation will be paid to trustees, officers or regular employees for solicitation of proxies.

Appraisal Rights

CVEST Shareholders do not have the right to exercise appraisal rights with respect to any matter to be voted upon at the CVEST Special Meeting.

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THE MPCF SPECIAL MEETING

Date, Time and Place of the MPCF Special Meeting

The MPCF Special Meeting will be held on [●], 2026, at [●] [a.m.], Eastern Time, at the offices of MPCF, 200 Berkeley Street, Boston, Massachusetts 02116. This joint proxy statement/prospectus and the accompanying materials are being mailed on or about [●], 2026 to shareholders of record of MPCF and are available at [●].

Purpose of the MPCF Special Meeting

At the MPCF Special Meeting, MPCF Shareholders will be asked to approve the MPCF Proposal.

After careful consideration, the MPCF Board, including a majority of the trustees who are not “interested persons” (as defined in the 1940 Act) of MPCF, unanimously recommends that MPCF Shareholders approve the MPCF Proposal.

Record Date

The MPCF Record Date is the close of business on [●], 2026. The MPCF Record Date was established by the MPCF Board, and only holders of record of MPCF Common Shares on the MPCF Record Date are entitled to receive notice of the MPCF Special Meeting and vote at the MPCF Special Meeting. As of the MPCF Record Date, there were [●] MPCF Common Shares outstanding. Each MPCF Common Share held by a holder of record as of the MPCF Record Date has one vote on each matter considered at the MPCF Special Meeting.

Quorum and Adjournments

For MPCF to conduct business at the MPCF Special Meeting, a quorum of MPCF Shareholders must be present. The presence at the MPCF Special Meeting, in person or represented by proxy, of at least one-quarter (1/4) of the MPCF Common Shares issued and outstanding and entitled to vote will constitute a quorum of MPCF. Abstentions and broker non-votes, if any, will be treated as shares present for quorum purposes.

Pursuant to the MPCF Bylaws, if such quorum is not established for the MPCF Special Meeting, the chairman of the MPCF Special Meeting will have the power to adjourn the MPCF Special Meeting from time to time to a date not more than 180 days after the original record date without notice other than announcement at the MPCF Special Meeting, unless a new record date is set, in which case notice must be provided.

Vote Required

Each MPCF Common Share has one vote on each matter to be considered at the MPCF Special Meeting or any adjournment or postponement thereof. Each MPCF Common Share is entitled to one vote for each MPCF Common Share held on the MPCF Record Date.

The approval of the MPCF Proposal requires the affirmative vote of a “majority of the outstanding voting securities” of MPCF. Under the 1940 Act, as amended, a “majority of the outstanding voting securities” of MPCF is the lesser of: (1) 67% of the MPCF Common Shares at the MPCF Special Meeting if the holders of more than 50% of the MPCF Common Shares are present or represented by proxy, or (2) more than 50% of the MPCF Common Shares. Abstentions and broker non-votes, if any, will have the same effect as votes “against” the MPCF Proposal.

Voting of Management

On the MPCF Record Date, MPCF’s executive officers and trustees did not own any MPCF Common Shares. None of MPCF’s executive officers or trustees has entered into any voting agreement relating to the Mergers.

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Voting of Proxies

MPCF encourages MPCF Shareholders to vote their shares, either by voting at the MPCF Special Meeting or by authorizing a proxy to vote your shares, which means that MPCF Shareholders authorize someone else to vote their shares. Shares represented by duly executed proxies will be voted in accordance with MPCF Shareholders’ instructions. If MPCF Shareholders execute a proxy without specifying their voting instructions, such MPCF Shareholders’ shares will be voted in accordance with the MPCF Board’s recommendation. If any other business is brought before the MPCF Special Meeting, MPCF Shareholders’ shares will be voted at the MPCF Board’s discretion unless MPCF Shareholders specifically state otherwise on their proxy.

Important notice regarding the availability of proxy materials for the MPCF Special Meeting. MPCF’s joint proxy statement/prospectus and the proxy card are available at [●].

Revocability of Proxies

As a shareholder of record of MPCF, you have the unconditional right to revoke your proxy at any time prior to the voting thereof by (i) submitting a later-dated proxy either by telephone at 617-663-3000, via e-mail at [email protected], or in the mail to MPCF at the following address: 200 Berkeley Street, Boston, Massachusetts 02116; or (ii) by attending the MPCF Special Meeting and voting in person. No written revocation of your proxy will be effective, however, unless and until it is received at or prior to the MPCF Special Meeting. Participating in the MPCF Special Meeting does not revoke your proxy unless you also vote in person at the MPCF Special Meeting.

Solicitation of Proxies

The MPCF Adviser will bear the cost of preparing, assembling and mailing this joint proxy statement/prospectus and the accompanying Notice of Special Meeting of CVEST Shareholders and Notice of Special Meeting of MPCF Shareholders, as applicable, and proxy cards based on their respective numbers of shareholders. No additional compensation will be paid to trustees, officers or regular employees for solicitation of proxies.

Appraisal Rights

MPCF Shareholders do not have the right to exercise appraisal rights with respect to any matter to be voted upon at the MPCF Special Meeting.

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THE MERGERS

The discussion in this joint proxy statement/prospectus, which includes the material terms of the Mergers and the principal terms of the Merger Agreement, is subject to, and is qualified in its entirety by reference to, the Merger Agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus.

General Description of the Mergers

The Mergers will result in the combination by merger of CVEST and MPCF with CVEST as the surviving company. The proposed reorganization will occur in two separate transactions. Pursuant to the terms of the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into MPCF. MPCF will be the surviving company and will continue its existence as a statutory trust under the laws of the State of Delaware and a direct, wholly owned subsidiary of CVEST. As of the Effective Time, the separate existence of Merger Sub will cease. Immediately after the effectiveness of the Merger, MPCF will merge with and into CVEST, with CVEST as the surviving entity in the Second Merger. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each MPCF Common Share issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a number of Class I CVEST Common Shares equal to the Exchange Ratio (cash will be paid in lieu of fractional shares), in all cases without interest. The actual issuance and delivery of Class I CVEST Common Shares constituting the Merger Consideration will not occur until after the Final Determination Date after the closing of the Mergers, at which time the Exchange Ratio shall be finally determined in accordance with the Merger Agreement.

Based on the number of CVEST Common Shares issued and outstanding and the NAVs of CVEST and MPCF as of March 31, 2026, CVEST would issue approximately 0.82 Class I CVEST Common Shares for each MPCF Common Share outstanding, resulting in pro forma ownership of 73% for current CVEST Shareholders and 27% for current MPCF Shareholders.

Following the Mergers, CVEST will continue to be advised by the CVEST Adviser and will have the same investment objectives and strategies as it had before the Mergers.

Board Considerations Relating to the Mergers

CVEST

At a special meeting held on April 20, 2026 (the “Meeting”), the Board of Trustees (the “CVEST Board”) of John Hancock Comvest Private Income Fund (“CVEST”), including the Trustees who are not “interested persons” (as defined in the 1940 Act) of CVEST (the “CVEST Independent Trustees”), considered the approval of the Mergers and the Merger Agreement. In connection with their consideration, the CVEST Board requested, and the CVEST Adviser and the MPCF Adviser provided information regarding CVEST, MPCF, the proposed Mergers, and potential effects of the Mergers on CVEST’s shareholders, both immediately after the Mergers and over the longer term. The CVEST Independent Trustees were advised by their separate independent legal counsel throughout the process and met in advance of the Meeting with their independent legal counsel at a private meeting at which no representatives of the CVEST Adviser or the MPCF Adviser or their affiliates were present to consider the Mergers and the Merger Agreement. At the Meeting, the CVEST Board unanimously determined that the Mergers are in the best interests of CVEST and its shareholders, and that CVEST’s existing shareholders will not suffer any dilution for purposes of Rule 17a-8 under the 1940 Act as a result of the Mergers.

In considering the Mergers, the CVEST Board reviewed comparative information about CVEST and MPCF including, among other items: (1) their investment goals, strategies, policies and restrictions; (2) their individual holdings and the quality of such holdings, including, in particular, the holdings of MPCF that were not also currently held by CVEST; (3) their valuation policies and procedures; (4) their existing leverage facilities and permissible asset coverage ratios under the 1940 Act; (5) their short-term and long-term investment performance

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history and financial results; (6) the amount of past dividends and distributions and the anticipated effect of the Mergers on future CVEST and MPCF earnings and distributions; and (7) their respective investment advisory agreements and expense ratios.

The CVEST Board weighed various potential benefits and risks in considering the Mergers, both with respect to the anticipated immediate effects of the Mergers on CVEST and its shareholders and with respect to the potential benefits that could be experienced by the combined fund after the Mergers over the longer term. The material factors considered by the CVEST Board in evaluating the Mergers included, among others:

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This discussion of the information and factors that the CVEST Board considered in making their decision is not intended to be exhaustive, but includes the material factors the CVEST Board considered. In addition, the individual members of the CVEST Board may have given different weights to different factors. The CVEST Board, including the CVEST Independent Trustees, considered all of these factors and others as a whole and, on balance, determined that the Mergers are advisable and in the best interests of CVEST and its shareholders and unanimously approved the Mergers and the Merger Agreement.

CVEST Board Recommendation

The CVEST Board, including all of the CVEST Independent Trustees, unanimously recommends that CVEST Shareholders vote “FOR” the CVEST Proposal.

MPCF

At special meetings held on April 15, 2026 and April 23, 2026 (collectively, the “Meeting”), the Board of Trustees (the “MPCF Board”) of Manulife Private Credit Fund (“MPCF”), including the Trustees who are not “interested persons” (as defined in the 1940 Act) of MPCF (the “MPCF Independent Trustees”), considered the approval of the Mergers and the Merger Agreement. In connection with their consideration, the MPCF Board requested, and the CVEST Adviser and the MPCF Adviser provided information regarding CVEST, MPCF, the proposed Mergers, and potential effects of the Mergers on MPCF’s shareholders, both immediately after the Mergers and over the longer term. The MPCF Independent Trustees were advised by their separate independent legal counsel throughout the process and met in advance of the Meeting with their independent legal counsel at a private meeting at which no representatives of the CVEST Adviser or the MPCF Adviser or their affiliates were present to consider the Mergers and the Merger Agreement. At the Meeting, the MPCF Board unanimously determined that the Mergers are in the best interests of MPCF and its shareholders, and that MPCF’s existing shareholders will not suffer any dilution for purposes of Rule 17a-8 under the 1940 Act as a result of the Mergers.

In considering the Mergers, the MPCF Board reviewed comparative information about MPCF and CVEST including, among other items: (1) their investment strategies and policies; (2) their expenses; (3) their valuation policies and procedures; (4) their existing leverage facilities and permissible asset coverage ratios under the 1940 Act; (5) their short-term and long-term investment performance history and financial results; and (6) their respective investment advisory agreements and expense ratios.

The MPCF Board weighed various potential benefits and risks in considering the Mergers, both with respect to the anticipated immediate effects of the Mergers on MPCF and its shareholders and with respect to the potential benefits that could be experienced by the combined fund after the Mergers over the longer term.

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In addition to CVEST’s Reasons for the Mergers above, certain of which are also beneficial to MPCF Shareholders, the MPCF Board determined that MPCF Shareholders may benefit from the Mergers for the following reasons, among others:

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This discussion of the information and factors that the MPCF Board considered in making their decision is not intended to be exhaustive, but includes the material factors the MPCF Board considered. In addition, the individual members of the MPCF Board may have given different weights to different factors. The MPCF Board, including the MPCF Independent Trustees, considered all of these factors and others as a whole and, on balance, determined that the Mergers are advisable and in the best interests of MPCF and its shareholders and unanimously approved the Mergers and the Merger Agreement.

MPCF Board Recommendation

The MPCF Board, including all of the MPCF Independent Trustees, unanimously recommends that MPCF Shareholders vote “FOR” the MPCF Proposal.

Regulatory Approvals Required for the Mergers

The obligations of CVEST and MPCF to complete the Mergers are subject to the satisfaction or waiver of certain conditions, including the condition that all regulatory approvals required by law to consummate the transactions contemplated by the Merger Agreement, including the Mergers, have been obtained and remain in full force and effect, and all statutory waiting periods required by applicable law in respect thereof have expired (including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”)). CVEST and MPCF have agreed to cooperate with each other and use their reasonable best efforts to obtain all licenses, permits, variances, exemptions, approvals, qualifications or orders from any governmental or regulatory authority necessary to consummate the Mergers.

There can be no assurance that such regulatory approvals will be obtained, that such approvals will be received on a timely basis or that such approvals will not impose conditions or requirements that, individually or

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in the aggregate, would or could reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or business of the combined fund following completion of the Mergers.

Third Party Consents Required for the Mergers

Under the Merger Agreement, CVEST and MPCF have agreed to cooperate with each other and use reasonable best efforts to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, including to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (including any required applications, notices or other filings under the HSR Act), to obtain as promptly as practicable all permits of all governmental entities and all permits, consents, approvals, confirmations and authorizations of all third parties, in each case, that are necessary or advisable, to consummate the transactions contemplated by the Merger Agreement (including the Mergers) in the most expeditious manner practicable, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and governmental entities. There can be no assurance that any permits, consents, approvals, confirmations or authorizations will be obtained or that such permits, consents, approvals, confirmations or authorizations will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or business of the combined fund following the Mergers.

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DESCRIPTION OF THE MERGER AGREEMENT

The following summary, which includes the material terms of the Merger Agreement, is qualified by reference to the complete text of the Merger Agreement, which is attached as Annex A to this joint proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. CVEST and MPCF encourage you to read the Merger Agreement carefully and in its entirety.

Structure of the Mergers

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into MPCF. MPCF will be the surviving entity and will continue its existence as a statutory trust under the laws of the State of Delaware. As of the Effective Time, the separate existence of Merger Sub will cease. Immediately after the occurrence of the Effective Time, in the Second Merger, the surviving entity will merge with and into CVEST in accordance with the Delaware Statutory Trust Act (the “DSTA”) with CVEST continuing as the surviving entity.

At special meetings held on April 15, 2026 and April 23, 2026, the MPCF Board approved the Merger Agreement, and at a special meeting held on April 20, 2026, the CVEST Board approved the Merger Agreement. Between the time that the MPCF Board and CVEST Board approved the Merger Agreement and the date of the Merger Agreement, the parties discussed certain operational considerations. The Merger Agreement was entered into on June 22, 2026.

Closing; Completion of the Proposed Mergers

It is currently expected that the Mergers will be completed promptly following receipt of the required shareholder approvals at the CVEST Special Meeting and the MPCF Special Meeting and satisfaction or waiver of the other closing conditions set forth in the Merger Agreement.

On the terms and subject to the conditions set forth in the Merger Agreement, the Closing will take place by remote communication and by the exchange of signatures by electronic transmission on the first day of the month after the satisfaction or waiver of the latest to occur of the conditions to closing set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), unless otherwise agreed in writing by the parties to the Merger Agreement; provided that in no event shall the Closing occur prior to the date of completion of the valuation process for each of MPCF and CVEST, as conducted by the MPCF Adviser and the CVEST Adviser, respectively, for the quarter ending June 30, 2026.

The Merger will become effective as set forth in the certificate of merger that will be filed with, and accepted for record by, the Secretary of State of the State of Delaware (the “DE Secretary”). The Second Merger will become effective as set forth in the certificate of merger that will be filed with, and accepted for record by, the DE Secretary.

Assuming approval of the proposals presented at the CVEST Special Meeting and the MPCF Special Meeting and the other conditions to closing the Mergers are satisfied or waived, CVEST and MPCF expect to complete the Mergers in the second half of 2026.

Merger Consideration

At the Effective Time, each MPCF Common Share issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a number of Class I CVEST Common Shares equal to the Exchange Ratio (cash will be paid in lieu of fractional shares). The actual issuance and delivery of Class I CVEST Common Shares constituting the Merger Consideration will not occur until after the Final Determination

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Date after the closing of the Mergers, at which time the Exchange Ratio shall be finally determined in accordance with the Merger Agreement.

As promptly as practicable following the Closing, and in any event within twenty (20) calendar days following the Closing Date (or such later date as may be mutually agreed by CVEST and the MPCF Adviser) (the “Calculation Deadline”), each of CVEST and MPCF will deliver to the other a final calculation of its respective NAV as of the Determination Date, in each case calculated in good faith and based on the same assumptions and methodologies, and applying the same categories of adjustments to net asset value, historically used in preparing such calculation. Based on such calculations, the parties will calculate the MPCF Per Share NAV and the CVEST Per Share NAV. The “Exchange Ratio” will be equal to the quotient (rounded to four decimal places) of (i) the MPCF Per Share NAV divided by (ii) the CVEST Per Share NAV. Following delivery of such calculations, each party will review and, if agreed, confirm in writing its agreement to the Closing MPCF Net Asset Value and the Closing CVEST Net Asset Value. If both parties confirm their agreement on or prior to the date that is five (5) calendar days following the Calculation Deadline (the “Review Period”), such values will become final and binding as of the date of such confirmation (the “Final Determination Date”). If any dispute arises during the Review Period, the parties will negotiate in good faith to resolve such dispute as promptly as practicable.

Each of MPCF and CVEST will use the portfolio valuation policies and procedures approved by the MPCF Board or the CVEST Board, as applicable, for valuing the securities and other assets of MPCF or CVEST, as applicable, as of the date of the Merger Agreement, unless otherwise agreed by each of the CVEST Board and the MPCF Board. As part of such procedures, each MPCF asset will be independently appraised at its fair market value by Lincoln International, a third-party valuation firm.

No certificates or scrip representing fractional CVEST Common Shares will be issued upon the conversion of MPCF Common Shares into the right to receive Class I CVEST Common Shares. In lieu of any such fractional shares, each MPCF Shareholder who would otherwise be entitled to such fractional shares will be entitled to an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (i) the amount of the fractional share interest in a CVEST Common Share to which such holder would otherwise be entitled, as so rounded pursuant to the immediately following sentence, and (ii) the CVEST Per Share NAV. All fractional shares to which a single MPCF Shareholder as of immediately prior to the Effective Time would be otherwise entitled to receive will be aggregated and calculations will be rounded to three (3) decimal places.

Withholding

CVEST will be entitled to deduct and withhold from any amounts payable to any MPCF Shareholder such amounts as it determines in good faith are required to be deducted and withheld with respect to the making of such payment under applicable tax laws. To the extent that amounts are withheld and paid over to the appropriate governmental entity, such withheld amounts will be treated as having been paid to MPCF Shareholders from whom they were withheld.

Representations and Warranties

The Merger Agreement contains representations and warranties by each of CVEST and Merger Sub, on the one hand, and MPCF, on the other hand, subject to specified exceptions and qualifications, relating to, among other things:

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The Merger Agreement contains representations and warranties by the Advisers, subject to specified exceptions and qualifications, relating to:

These representations and warranties were made as of specific dates, may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Merger Agreement and may have been included in the Merger Agreement for the purpose of allocating risk between the parties rather than to establish matters as facts. The Merger Agreement is described in, and included as Annex A hereof, only to provide you with information regarding its terms and conditions and not to provide any other factual information regarding the parties or their respective businesses. Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this document.

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For purposes of the Merger Agreement, “material adverse effect” with respect to CVEST, MPCF or the Advisers, as applicable, means any event, development, change, effect or occurrence that is, or would reasonably be expected to be, individually or in the aggregate, materially adverse to (1) the business, operations, condition (financial or otherwise) or results of operations of such party and its consolidated subsidiaries, taken as a whole, or (2) the ability of such party to timely perform its material obligations under the Merger Agreement or consummate the Mergers and the other transactions contemplated thereby. None of the following events, developments, changes, effects or occurrences will constitute or be taken into account in determining whether a material adverse effect has occurred or is reasonably expected to occur with respect to clause (1) in the immediately preceding sentence:

The events, developments, changes, effects and occurrences set forth in the first two bullets in the immediately preceding paragraph will otherwise be taken into account in determining whether a material adverse effect has occurred to the extent such events, developments, changes, effects or occurrences have a materially disproportionate adverse impact on such party and its consolidated subsidiaries, taken as whole, relative to other participants of similar sizes engaged in the industries in which such party conducts its businesses.

Conduct of Business Pending Completion of the Mergers

Each of CVEST and MPCF has agreed that, until the earlier of the Effective Time and the date, if any, on which the Merger Agreement is terminated, except as may be required by law, as expressly permitted by the Merger Agreement or with the prior written consent of CVEST (with respect to MPCF) and MPCF (with respect to CVEST), which prior written consent will not be unreasonably delayed, conditioned or withheld, it will, and will cause each of its consolidated subsidiaries to, conduct its business in the ordinary course of business and consistent with past practice and each of MPCF’s and CVEST’s investment objectives and policies as publicly disclosed, respectively, and use reasonable best efforts to maintain and preserve intact its business organization and existing business relationships.

In addition, until the earlier of the Effective Time and the date, if any, on which the Merger Agreement is terminated, each of CVEST and MPCF has agreed that, except as may be required by law, as expressly permitted by the Merger Agreement or as previously disclosed, and acting in a manner consistent with the immediately preceding paragraph, it will not, and will not permit any of its consolidated subsidiaries to, directly or indirectly, without the prior written consent of MPCF or CVEST, as applicable (which prior written consent will not be unreasonably delayed, conditioned or withheld):

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Additional Agreements

Further Assurances; Regulatory Matters

The Merger Agreement contains covenants relating to the preparation of this document, the holding of the CVEST Special Meeting and the MPCF Special Meeting and obtaining certain regulatory and third party consents. The Merger Agreement obligates the parties to cooperate with each other and use reasonable best efforts to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, including to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings, to obtain as promptly as practicable all permits of all governmental entities and all permits, consents, approvals, confirmations and authorizations of all third parties, in each case, that are necessary or advisable, to consummate the transactions contemplated by the Merger Agreement (including the Mergers) in the most expeditious manner practicable, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such third parties and governmental entities.

The parties are required to file any required applications, notices or other filings under the HSR Act as promptly as practicable. In connection with such filings, the parties are required to use reasonable best efforts to cooperate with one another, to keep the other party informed of any communications received from governmental entities and permit the other party to review such communications. The parties must consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and permits of all governmental entities necessary or advisable to consummate the transactions contemplated by the Merger Agreement, and each party must keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated by the Merger Agreement. The parties and their consolidated subsidiaries are not required to make payments or provide other consideration for the repayment, restructuring or amendment of terms of indebtedness in connection with the transactions contemplated by the Merger Agreement (including the Mergers), other than any consent fees that were previously disclosed.

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Shareholder Approval

MPCF has agreed to hold the MPCF Special Meeting as promptly as practicable following the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part for the purpose of obtaining the approval of MPCF Shareholders of the MPCF Proposal. MPCF will be required to use its reasonable best efforts to obtain from MPCF Shareholders the vote required to approve the MPCF Proposal.

Similarly, CVEST has agreed to hold the CVEST Special Meeting as promptly as practicable following the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part for the purpose of obtaining the approval of the CVEST Proposal. CVEST will be required to use its reasonable best efforts to obtain from CVEST Shareholders the vote required to approve the CVEST Proposal.

Indemnification

CVEST has agreed, following the Effective Time, to the fullest extent permitted under applicable law, to indemnify, defend and hold harmless and advance expenses to the present and former trustees and officers of MPCF or any of its consolidated subsidiaries (in each case, when acting in such capacity) (collectively, the “D&O Indemnified Parties”) against all costs or expenses (including, but not limited to, reasonable attorneys’ fees actually incurred, reasonable experts’ fees, reasonable travel expenses, court costs, transcript fees and telecommunications, postage and courier charges), judgments, fines, losses, claims, damages, penalties, amounts paid in settlement or other liabilities incurred in connection with any proceeding arising out of actions or omissions occurring at or prior to the Effective Time (including in connection with the transactions contemplated by the Merger Agreement). If an indemnified liability arises, (i) CVEST has agreed to advance to the applicable D&O Indemnified Party, upon request, reimbursement of documented expenses reasonably and actually incurred to the fullest extent permitted under applicable law (so long as such D&O Indemnified Party, or someone on his or her behalf, undertakes to repay such advances if he or she is ultimately determined to be not entitled to indemnification and such D&O Indemnified Party complies with other applicable provisions imposed under the 1940 Act and interpretations thereof by the SEC or its staff) and (ii) CVEST and the applicable D&O Indemnified Party will cooperate in the defense of such matter.

No Solicitation

Each of MPCF and CVEST has agreed to, and to cause its affiliates, consolidated subsidiaries, and its and each of their respective officers, trustees, managers, employees, consultants, financial advisors, attorneys, accountants and other advisors, representatives and agents (collectively, “Representatives”) to, immediately cease and cause to be terminated all discussions or negotiations with any person that may be ongoing with respect to, or that are intended to or could reasonably be expected to lead to, a “Takeover Proposal” (as described below), and demand the immediate return or destruction (which destruction will be certified in writing to MPCF or CVEST, as applicable) of all confidential information previously furnished to such person (other than MPCF, CVEST or their respective affiliates or Representatives) with respect to any Takeover Proposal. Prior to the Effective Time, subject to certain exceptions described below, each of MPCF and CVEST has agreed not to, and to cause its respective affiliates, consolidated subsidiaries and its and their respective representatives not to: (i) directly or indirectly solicit, initiate, induce, encourage or take any other action (including by providing information) designed to, or which could reasonably be expected to, facilitate any inquiries or the making or submission or implementation of any proposal or offer (including any proposal or offer to its shareholders) with respect to any Takeover Proposal; (ii) approve, publicly endorse or recommend or enter into any agreement, arrangement, discussions or understandings with respect to any Takeover Proposal (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) or enter into any contract or understanding (including any letter of intent, agreement in principle, memorandum of understanding or confidentiality agreement) requiring it to abandon, terminate or fail to consummate, or that is intended to or that could reasonably be expected to result in the abandonment of, termination of or failure to consummate, or that is intended to or that could reasonably be expected to result in the abandonment of, termination of or failure to

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consummate, the Merger or any other transaction contemplated by the Merger Agreement; (iii) initiate or participate in any way in any negotiations or discussions regarding, or furnish or disclose to any person or entity (other than CVEST, MPCF and their respective affiliates or Representatives) any information with respect to, or take any other action to facilitate or in furtherance of any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Takeover Proposal; (iv) publicly propose or publicly announce an intention to take any of the foregoing actions; or (v) grant any (x) approval pursuant to any takeover statute to any person or entity (other than CVEST, MPCF or their respective affiliates) or with respect to any transaction (other than the transactions contemplated by the Merger Agreement) or (y), unless required by applicable fiduciary duties (in the case of CVEST) or the applicable standard of conduct (in the case of MPCF), waive or release under any standstill or any similar agreement with respect to equity securities of MPCF or CVEST; provided, that, notwithstanding the foregoing, MPCF and CVEST (A) may inform persons or entities of the foregoing restrictions, and (B) are permitted to grant a waiver of, or terminate, any “standstill” or similar obligation of any third party with respect to equity securities of MPCF or CVEST, as applicable, in order to allow such third party to confidentially submit a Takeover Proposal. Each of CVEST and MPCF has agreed to, as promptly as reasonably practicable (and in any event within twenty-four (24) hours after receipt) (i) notify the other party in writing of any request for information or any Takeover Proposal and the terms and conditions of such request, Takeover Proposal or inquiry (including the identity of the person or entity (or group of persons or entities) making such request, Takeover Proposal or inquiry) and (ii) provide to the other party copies of any written materials received by MPCF, CVEST or their respective affiliates or Representatives in connection with any of the foregoing, and the identity of the person or entity (or group of persons or entities) making any such request, Takeover Proposal or inquiry or with whom any discussions or negotiations are taking place. Each of MPCF and CVEST has agreed to keep the other party informed on a reasonably current basis of the status and the material terms and conditions (including amendments or proposed amendments) of any such request, Takeover Proposal or inquiry and keep the other party informed on a reasonably current basis of any information requested of or provided by MPCF or CVEST and as to the status of all discussions or negotiations with respect to any such request, Takeover Proposal or inquiry.

Takeover Proposals

MPCF Takeover Proposals

If, prior to the MPCF Special Meeting, (i) MPCF receives an unsolicited bona fide Takeover Proposal from a third party (under circumstances in which MPCF has complied in all material respects with the obligations described under “No Solicitation” above) and (ii) the MPCF Board, including a majority of the MPCF Independent Trustees, determines in good faith, after consultation with its outside legal counsel that (x) failure to consider such Takeover Proposal would be reasonably likely to be a breach of the standard of conduct applicable to the MPCF Board and (y) such Takeover Proposal constitutes or is reasonably likely to result in a “MPCF Superior Proposal” (as described below), then, so long as certain notice and other procedural requirements are satisfied (including providing notice to CVEST within twenty-four (24) hours after determining that a Takeover Proposal constitutes a MPCF Superior Proposal), MPCF may:

In addition, prior to the MPCF Special Meeting, MPCF may take other actions if the MPCF Board, including a majority of the MPCF Independent Trustees, determines, after consultation with its outside legal

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counsel, that the continued recommendation of the approval of the MPCF Proposal to MPCF Shareholders would be reasonably likely to be a breach of the standard of conduct applicable to the MPCF Board as a result of a MPCF Superior Proposal, including (A) withdrawing or qualifying (or modifying or amending in a manner adverse to CVEST), or publicly proposing to withdraw or qualify (or modify or amend in a manner adverse to CVEST), the recommendation of the MPCF Board that MPCF Shareholders approve the MPCF Proposal, or (B) failing to include such recommendation in this joint proxy statement/prospectus (collectively with any Takeover Approval, a “MPCF Adverse Recommendation Change”). MPCF may terminate the Merger Agreement and enter into an agreement with a third party who has made a MPCF Superior Proposal, subject to negotiating with CVEST in good faith to amend the Merger Agreement so that the MPCF Superior Proposal is no longer deemed a MPCF Superior Proposal and satisfying certain other procedural requirements. Other than in connection with a Takeover Proposal, nothing in the Merger Agreement will prohibit or restrict the MPCF Board from withdrawing or qualifying or publicly proposing to withdraw or qualify the approval, adoption, recommendation or declaration of the advisability of the MPCF Proposal in response to an Intervening Event, subject to the procedures set forth in the Merger Agreement.

Other than as described above, neither MPCF nor the MPCF Board may make any MPCF Adverse Recommendation Change, and no MPCF Adverse Recommendation Change will change the approval of the MPCF Proposal or any other approval of the MPCF Board, including in any respect that would have the effect of causing any takeover statute or similar statute to be applicable to the transactions contemplated by the Merger Agreement.

CVEST Takeover Proposals

If, prior to the CVEST Special Meeting, (i) CVEST receives an unsolicited bona fide Takeover Proposal from a third party (under circumstances in which CVEST has complied in all material respects with the obligations described under “No Solicitation” above) and (ii) the CVEST Board, including the CVEST Independent Trustees, determines in good faith, after consultation with its outside legal counsel that (x) failure to consider such Takeover Proposal would be reasonably likely to be a breach of the CVEST trustees’ fiduciary duties under applicable law and (y) such Takeover Proposal constitutes or is reasonably likely to result in a “CVEST Superior Proposal” (as described below), then, so long as certain notice and other procedural requirements are satisfied (including providing notice to MPCF within twenty-four (24) hours after determining that a Takeover Proposal constitutes a CVEST Superior Proposal), CVEST may:

In addition, prior to the CVEST Special Meeting, CVEST may take other actions if the CVEST Board, including a majority of the CVEST Independent Trustees, determines, after consultation with its outside legal counsel, that the continued recommendation of the approval of the CVEST Proposal to CVEST Shareholders would be reasonably likely to be a breach of the CVEST trustees’ fiduciary duties under applicable law as a result of a CVEST Superior Proposal, including (A) withdrawing or qualifying (or modifying or amending in a manner adverse to MPCF), or publicly proposing to withdraw or qualify (or modify or amend in a manner adverse to MPCF), the recommendation of the CVEST Board that CVEST Shareholders approve the CVEST Proposal, or (B) failing to include such recommendation in this joint proxy statement/prospectus (collectively with any Takeover Approval, a “CVEST Adverse Recommendation Change”). CVEST may terminate the Merger Agreement and enter into an agreement with a third party who has made a CVEST Superior Proposal, subject to negotiating with MPCF in good faith to amend the Merger Agreement so that the CVEST Superior Proposal is no longer deemed a CVEST Superior Proposal and satisfying certain other procedural requirements.

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Other than in connection with a Takeover Proposal, nothing in the Merger Agreement will prohibit or restrict the CVEST Board from withdrawing or qualifying or publicly proposing to withdraw or qualify the approval, adoption, recommendation or declaration of the advisability of the CVEST Proposal in response to an Intervening Event, subject to the procedures set forth in the Merger Agreement.

Other than as described above, neither CVEST nor the CVEST Board may make any CVEST Adverse Recommendation Change, and no CVEST Adverse Recommendation Change will change the approval of the CVEST Proposal or any other approval of the CVEST Board, including in any respect that would have the effect of causing any takeover statute or similar statute to be applicable to the transactions contemplated by the Merger Agreement.

Related Definitions

For purposes of the Merger Agreement:

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Access to Information

Upon reasonable notice, except as may otherwise be restricted by applicable law, each of CVEST and MPCF will, and will cause its consolidated subsidiaries to, afford to the trustees, officers, accountants, counsel, advisors and other Representatives of the other party, reasonable access, during normal business hours during the period prior to the Effective Time, to its properties, books, contracts, and records and, during such period, such party will, and will cause its consolidated subsidiaries to, make available (including via EDGAR) to the other party all other information concerning its business and properties as the other party may reasonably request, subject to certain exceptions relating to confidentiality and attorney-client privilege or any similar privilege or protection.

Publicity

MPCF, CVEST and the Advisers each will consult with the others before issuing or causing the publication of any press release or other public announcement with respect to the Merger Agreement, the Mergers or the transactions contemplated by the Merger Agreement, except as may be required by applicable law or to the extent that such press release or other public announcement relates to any MPCF Adverse Recommendation Change or CVEST Adverse Recommendation Change made in accordance with the terms of the Merger Agreement, and, to the extent practicable, before such press release or other public announcement is issued or made, CVEST, MPCF or the Advisers, as applicable, will use commercially reasonable efforts to advise the other parties of, and consult with the other parties regarding, the text of such press release or other public announcement, subject to certain exceptions.

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Takeover Statutes and Provisions

Neither CVEST nor MPCF will take any action that would cause the transactions contemplated by the Merger Agreement to be subject to the requirements imposed by any takeover statute, and each of CVEST and MPCF will take all necessary steps within its control to exempt (or ensure the continued exemption of) such transactions from, or if necessary challenge the validity or applicability of, any applicable takeover statute.

Tax Matters

It is a condition to the obligations of each of MPCF and CVEST to consummate the Mergers that MPCF and CVEST, respectively, has received a written opinion from Dechert LLP, outside legal counsel to CVEST, in each case dated as of the Closing Date and substantially to the effect that the Mergers, taken together, will qualify as a “reorganization,” within the meaning of Section 368(a) of the Code.

During the period through the Effective Time, except as expressly contemplated or permitted by the Merger Agreement, (i) MPCF will not, and will not permit any of its consolidated subsidiaries to, directly or indirectly, without the prior written consent of CVEST take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause MPCF to fail to qualify as a RIC, and (ii) CVEST will not, and will not permit any of its consolidated subsidiaries to, directly or indirectly, without the prior written consent of MPCF, take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause CVEST to fail to qualify as a RIC.

Unless otherwise required by applicable law or administrative action, (i) each of MPCF, CVEST and Merger Sub will use its reasonable best efforts to cause the Mergers to qualify as a “reorganization” governed by Section 368(a) of the Code, including by not taking any action that such party knows is reasonably likely to prevent such qualification; and (ii) each of MPCF, CVEST and Merger Sub will report the Mergers for U.S. federal income tax purposes as a “reorganization” governed by Section 368(a) of the Code.

Shareholder Litigation

The parties to the Merger Agreement will reasonably cooperate and consult with one another in connection with the defense and settlement of any proceeding by MPCF Shareholders or CVEST Shareholders against any of them or any of their respective trustees, officers or affiliates with respect to the Merger Agreement or the transactions contemplated thereby, and each of MPCF and CVEST will keep the other party reasonably informed of any material developments in connection with any such proceeding brought by its shareholders and will not settle any such proceeding without the prior written consent of the other party (such consent not to be unreasonably delayed, conditioned or withheld).

Section 16 Matters

Prior to the Effective Time, the MPCF Board and the CVEST Board will take all such steps as may be required to cause any dispositions of MPCF Common Shares or acquisitions of CVEST Common Shares resulting from the transactions contemplated by the Merger Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to MPCF or will become subject to such reporting requirements with respect to CVEST, in each case, to be exempt pursuant to Rule 16b-3.

No Other Representations or Warranties

The parties have acknowledged and agreed that except for the representations contained in the Merger Agreement, none of the Advisers, MPCF, CVEST or any of MPCF’s or CVEST’s respective consolidated subsidiaries or any other person or entity acting on behalf of the foregoing makes or has relied on any representation or warranty, express or implied.

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Termination of MPCF Agreements

Immediately after the occurrence of the Effective Time, all MPCF agreements, including the Advisory and Sub-advisory Agreements, will be automatically terminated and of no further force and effect.

Coordination of Dividends

CVEST and MPCF will coordinate with each other in designating the record and payment dates for any periodic dividends or distributions to their respective shareholders declared in accordance with the Merger Agreement in any calendar quarter in which the Closing Date might reasonably be expected to occur, and neither CVEST nor MPCF will authorize or declare any dividend or distributions to its shareholders after the Determination Date at any time on or before the Closing Date, subject to certain exceptions.

Conditions to Closing the Mergers

Conditions to Each Party’s Obligations to Effect the Mergers

The obligations of CVEST and MPCF to effect the Merger are subject to the satisfaction or, other than with respect to the first bullet point below, waiver, at or prior to the Effective Time, of the following conditions:

Conditions to Obligations of CVEST and Merger Sub to Effect the Mergers

The obligations of CVEST and Merger Sub to effect the Mergers are also subject to the satisfaction, or waiver by CVEST, at or prior to the Effective Time, of the following conditions:

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Conditions to Obligations of MPCF to Effect the Merger

The obligation of MPCF to effect the Merger is also subject to the satisfaction, or waiver by MPCF, at or prior to the Effective Time, of the following conditions:

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Frustration of Closing Conditions

None of CVEST, Merger Sub or MPCF may rely on the failure of any condition to be satisfied to excuse performance by such party of its obligations under the Merger Agreement if such failure was caused by such party’s failure to act in good faith or use its commercially reasonable efforts to consummate the Mergers and the other transactions contemplated by the Merger Agreement.

Termination of the Merger Agreement

Right to Terminate

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after approval of the MPCF Proposal by MPCF Shareholders or the CVEST Proposal by CVEST Shareholders:

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provided, however, that the right to terminate the Merger Agreement pursuant to any of the foregoing will not be available to any party that has breached in any material respect its obligations under the Merger Agreement in any manner that has been the principal cause of or resulted in the failure to consummate the transactions contemplated by the Merger Agreement;

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Effect of Termination

If the Merger Agreement is terminated, it will become void and have no effect, and there will be no liability on the part of the Advisers, CVEST, Merger Sub, MPCF, or their respective affiliates or consolidated subsidiaries or any of their respective trustees or officers. However, except as otherwise provided in the Merger Agreement, (1) the Advisers, CVEST and MPCF will remain liable to each other for any damages incurred or suffered by another party arising out of its willful or intentional breach of any provision of the Merger Agreement or its failure or refusal to consummate the Merger Agreement and the transactions contemplated thereby when it was obligated to do so in accordance with the terms of the Merger Agreement and (2) certain designated provisions of the Merger Agreement will survive the termination of the Merger Agreement.

Amendment of the Merger Agreement

The Merger Agreement may be amended by the parties, by action taken or authorized by their respective boards of trustees, at any time before or after approval of the CVEST Proposal by CVEST Shareholders or the MPCF Proposal by MPCF Shareholders; provided that after any approval of the CVEST Proposal by CVEST Shareholders or the MPCF Proposal by MPCF Shareholders, there may not be, without further approval of such shareholders, any amendment of the Merger Agreement that requires such further approval under applicable law. The Merger Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

Expenses and Fees

All fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby (including the Mergers) will be borne equally by the CVEST Adviser and the MPCF Adviser, whether or not the transactions contemplated by the Merger Agreement (including the Mergers) are consummated. Such fees and expenses include: (i) costs and expenses of printing and mailing this joint proxy statement/prospectus and soliciting and tabulating shareholder votes, including the cost of a proxy solicitation firm; (ii) the costs and expenses of convening the shareholder meetings; (iii) filing and other fees paid to the SEC in connection with the Mergers; (iv) all filing and other fees in connection with any filing under the HSR Act; and (v) fees and expenses for legal services to MPCF, CVEST and Merger Sub in connection with the Merger Agreement and the transactions contemplated thereby.

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ACCOUNTING TREATMENT OF THE MERGERS

The Mergers would be considered asset acquisitions under generally accepted accounting principles with CVEST being the accounting survivor. The Mergers would then be accounted for under the asset acquisition method of accounting by CVEST in accordance with Accounting Standards Codification Topic 805-50, Business Combinations—Related Issues (“ASC 805-50”). Under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. Per ASC 805-50-30-1, assets are recognized based on their cost to the acquiring entity, which generally includes transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets’ carrying amounts on the acquiring entity’s records. ASC 805-50-30-2 provides that asset acquisitions in which the consideration given is cash are measured by the amount of cash paid. However, if the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred, or equity interests issued), measurement is based on the cost to the acquiring entity or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measured.

In connection with the Mergers, the outstanding MPCF Common Shares would be exchanged for newly issued Class I CVEST Common Shares. The aggregate NAV of the CVEST Common Shares received by MPCF Shareholders in connection with the Mergers would equal the aggregate NAV of MPCF Common Shares held by MPCF Shareholders immediately prior to the Mergers. MPCF’s and CVEST’s respective NAVs would each take into account transaction related expenses. The consideration paid by CVEST would be allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than “non-qualifying” assets (for example, cash) and would not give rise to goodwill.

The final allocation of the purchase price would be determined after the Mergers are completed and after completion of a final analysis to determine the estimated relative fair values of MPCF’s assets and liabilities. Increases or decreases in the estimated fair values of the net assets, commitments, and other items of MPCF as compared to the information shown in this joint proxy statement/prospectus may occur. CVEST would exclude any adjustments to the cost basis of the acquired MPCF investments established by ASC 805 as a result of the Mergers from the calculation of its incentive fee on both pre-incentive fee net investment income and on any incentive fee on capital gains, with such exclusion to be implemented through, for example, a future amendment to CVEST’s investment advisory agreement with the CVEST Adviser then in effect, or another reasonable method.

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CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

Certain Material U.S. Federal Income Tax Consequences of the Mergers

For purposes of this discussion, a “U.S. shareholder” or “U.S. holder” is a beneficial owner of MPCF Common Shares or CVEST Common Shares who for U.S. federal income tax purposes is:

For purposes of this discussion, a “non-U.S. shareholder” or “non-U.S. holder” means a beneficial owner of MPCF Common Shares or CVEST Common Shares that is neither a U.S. shareholder nor a partnership (including an entity treated as a partnership for U.S. federal income tax purposes).

If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) holds MPCF Common Shares or CVEST Common Shares, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding MPCF Common Shares or CVEST Common Shares, you should consult your tax advisor.

This discussion addresses only those MPCF Shareholders and CVEST Shareholders that hold their MPCF Common Shares or CVEST Common Shares as a capital asset within the meaning of Section 1221 of the Code, and does not address all the U.S. federal income tax consequences that may be relevant to particular MPCF Shareholders or CVEST Shareholders in light of their individual circumstances or to MPCF Shareholders or CVEST Shareholders that are subject to special rules, such as:

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In addition, the discussion does not address any alternative minimum tax, gift or estate tax, or any state, local or foreign tax consequences of the Mergers, nor does it address any tax consequences arising under Medicare tax on net investment income.

The following discussion is based on the Code, its legislative history, existing and proposed regulations thereunder and published rulings and decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Any such change could affect the continuing validity of this discussion.

Qualification of the Mergers as a Reorganization under Section 368(a) of the Code

CVEST and MPCF intend for the Mergers, taken together, to qualify as a reorganization within the meaning of Section 368(a) of the Code. It is a condition to the obligation of each of MPCF and of CVEST to consummate the Mergers that MPCF and CVEST has each received a written opinion from Dechert LLP, outside legal counsel to CVEST, in each case dated as of the Closing Date and substantially to the effect that the Mergers, taken together, will qualify as a “reorganization,” within the meaning of Section 368(a) of the Code. These opinions will be based on facts and representations contained in representation letters provided by CVEST and MPCF and on customary factual assumptions, including that the fair market value of the CVEST Common Shares received by MPCF Shareholders in the Mergers will equal or exceed 40% of the aggregate consideration in the Mergers.

Accordingly, each MPCF Shareholder should consult its tax advisor with respect to the particular tax consequence of the Mergers to such holder.

The remainder of this disclosure assumes that the Mergers qualify as a “reorganization” under Section 368(a) of the Code.

Tax Consequences if the Mergers Qualify as a Reorganization

If the Mergers, taken together, are treated as a reorganization within the meaning of Section 368(a) of the Code, the tax consequences for MPCF Shareholders who are U.S. holders and receive CVEST Common Shares in exchange for MPCF Common Shares pursuant to the Mergers are as follows:

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If the MPCF Shareholders acquired different blocks of MPCF Common Shares at different times or at different prices, such holders’ basis and holding period in their CVEST Common Shares will be determined by reference to each block of MPCF Common Shares.

Cash Received in Lieu of a Fractional CVEST Common Share

An MPCF Shareholder who receives cash in lieu of a fractional CVEST Common Share will generally be treated as having received the fractional share pursuant to the Mergers and then as having sold that fractional CVEST Common Share for cash. As a result, an MPCF Shareholder will generally recognize gain or loss equal to the difference between the amount of cash received and the basis in his or her fractional share interest as set forth above. Except as described above, this gain or loss will generally be capital gain or loss, and will be long-term capital gain or loss if, as of the effective date of the Mergers, the holding period for such shares is greater than one year. The deductibility of capital losses is subject to limitations.

Backup Withholding and Information Reporting

Payments of cash to an MPCF Shareholder may, under certain circumstances, be subject to information reporting and backup withholding, unless the holder provides proof of an applicable exemption satisfactory to CVEST and the exchange agent or furnishes its taxpayer identification number, and otherwise complies with all applicable requirements of the backup withholding rules. Any amounts withheld from payments to a holder under the backup withholding rules are not additional tax and will be allowed as a refund or credit against the holder’s U.S. federal income tax liability, provided the required information is timely furnished to the Internal Revenue Service.

If the Mergers, taken together, qualify as a reorganization, an MPCF Shareholder who receives CVEST Common Shares as a result of the Mergers will be required to retain records pertaining to the Mergers. Each MPCF Shareholder who is required to file a U.S. federal income tax return and who is a “significant holder” that receives CVEST Common Shares in the Mergers will be required to file a statement with such U.S. federal income tax return in accordance with U.S. Treasury Regulations Section 1.368-3 setting forth such holder’s basis in, and the fair market value of, the MPCF Common Shares that are exchanged for CVEST Common Shares by such significant holder (in each case, determined immediately prior to the exchange) in the MPCF Common Shares that are exchanged for CVEST Common Shares by such significant holder. A “significant holder” is an MPCF Shareholder who, immediately before the Mergers, owned at least 1% of the outstanding MPCF Common Shares or securities of MPCF with a basis for federal income taxes of at least $1.0 million.

Non-U.S. Shareholders

Gain recognized by a non-U.S. shareholder upon the exchange of MPCF Common Shares pursuant to the Mergers generally should not be subject to U.S. federal income tax unless:

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A non-U.S. shareholder will be subject to information reporting and, in certain circumstances, backup withholding with respect to the Merger Consideration received by such holder pursuant to the Mergers, unless such non-U.S. shareholder certifies under penalties of perjury that it is a non-U.S. shareholder (and the payor does not have actual knowledge or reason to know that the holder is a United States person as defined under the Code) or such non-U.S. shareholder otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. shareholder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Legislation commonly referred to as the “Foreign Account Tax Compliance Act,” or “FATCA,” generally imposes a 30% withholding tax on payments of certain types of income to foreign financial institutions (or “FFIs”) unless such FFIs either: (i) enter into an agreement with the U.S. Treasury to report certain required information with respect to accounts held by U.S. persons (or held by foreign entities that have U.S. persons as substantial owners) or (ii) reside in a jurisdiction that has entered into an intergovernmental agreement (as “IGA”) with the United States to collect and share such information and are in compliance with the terms of such IGA and any enabling legislation or regulations. The types of income subject to the tax include U.S. source interest and dividends. The information required to be reported includes the identity and taxpayer identification number of each account holder that is a U.S. person and transaction activity within the holder’s account. In addition, subject to certain exceptions, FATCA also imposes a 30% withholding on payments to foreign entities that are not FFIs unless such foreign entities certify that they do not have a greater than 10% U.S. owner or provide the withholding agent with identifying information on each greater than 10% U.S. owner. Non-U.S. shareholders should consult their tax advisors regarding the potential application of FATCA withholding on amounts received by such holders in connection with the Mergers.

Limitations on Utilization of Loss Carryforwards and Unrealized Losses

The Mergers may result in potential limitations on (i) the ability of CVEST to use its loss carryforwards and, if CVEST has a “net unrealized built-in loss” at the time of the Mergers, to recognize any capital losses on the disposition of its assets to the extent the losses are realized within five years following the Mergers and are attributable to unrealized capital losses inherent in the tax basis of such assets at the time of the Mergers and (ii) on the ability of CVEST’s taxable subsidiaries to use their net operating loss carryforwards. These potential limitations generally would be imposed on an annual basis. Losses in excess of the limitation may be carried forward indefinitely for both capital loss carryforwards and post-2017 net operating loss carryforwards while pre-2018 net operating loss carryforwards are subject to a 20-year expiration from the year incurred. The limitations generally would equal the product of the fair market value of CVEST’s (or CVEST’s taxable subsidiaries, as the case may be) equity immediately prior to the Mergers and the “long-term tax-exempt rate,” as published monthly by the IRS, in effect at such time. No assurance can be given as to what long-term tax-exempt rate will be in effect at the time of the Mergers.

If MPCF has a “net unrealized built-in gain” (as defined under Section 382 of the Code) at the time of the Mergers, CVEST will be prohibited from using (i) its own capital loss carryforwards and (ii) if CVEST has a

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“net unrealized built-in loss” at the time of the Mergers, CVEST’s unrealized losses (once realized), against the unrealized gains in MPCF’s portfolio at the time of the Mergers, if any, to the extent such gains are realized within five years following the Mergers. In addition, if CVEST has a “net unrealized built-in gain” at the time of the Mergers, CVEST, as the surviving company, will be prohibited from using (i) MPCF’s capital loss carryforwards and (ii) if MPCF has a “net unrealized built-in loss” at the time of the Mergers, MPCF’s unrealized losses (once realized), against the unrealized gains in CVEST’s portfolio at the time of the Mergers, if any, to the extent such gains are realized within five years following the Mergers.

The ability of CVEST to use its or MPCF’s losses in the future depends upon a variety of factors that cannot be known in advance. Even if CVEST is able to utilize its or MPCF’s capital loss carryforwards or unrealized losses, the tax benefit resulting from those losses will be shared by both MPCF Shareholders and CVEST Shareholders following the Mergers. Therefore, a CVEST Shareholder or MPCF Shareholder may pay more taxes, or pay taxes sooner, than such shareholder otherwise would have paid if the Mergers did not occur.

Further, in addition to the other limitations on the use of losses, under Section 381 of the Code, for the tax year of the Mergers, only that percentage of CVEST’s capital gain net income for such tax year (excluding capital loss carryforwards), if any, equal to the percentage of its tax year that remains following the Mergers can be reduced by MPCF capital loss carryforwards (as otherwise limited under Sections 382, 383 and 384 of the Code, as described above).

MPCF had no capital loss carryforwards as of December 31, 2025.

Distribution of Income and Gains

MPCF’s tax year is expected to end as a result of the Mergers. MPCF generally will be required to declare to MPCF Shareholders of record one or more distributions of all of its previously undistributed net investment income and net realized capital gain (if any), in order to maintain MPCF’s treatment as a RIC during its tax year ending with the date of the Mergers and to eliminate any U.S. federal income tax on its taxable income in respect of such tax year.

Moreover, if CVEST has net investment income or net realized capital gain, but has not distributed such income or gain prior to the Mergers and you acquire CVEST Common Shares in the Mergers, a portion of your subsequent distributions from CVEST may, in effect, be a taxable return of part of your investment. Similarly, if you acquire CVEST Common Shares in the Mergers when CVEST holds appreciated securities, you may receive a taxable return of part of your investment if and when CVEST sells the appreciated securities and distributes the realized gain.

U.S. Federal Income Taxation of an Investment in CVEST Common Shares

The following discussion is a general summary of certain U.S. federal income tax considerations applicable to CVEST, to CVEST’s qualification and taxation as a RIC for U.S. federal income tax purposes under Subchapter M of the Code and to an investment in CVEST Common Shares.

Election to be Taxed as a RIC

CVEST has elected to be treated as a RIC under Subchapter M of the Code. As a RIC, CVEST generally will not have to pay corporate-level U.S. federal income taxes on any income that CVEST distributes to CVEST Shareholders from its taxable earnings and profits. To qualify as a RIC, CVEST must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, in order to obtain RIC tax treatment, CVEST must distribute to CVEST Shareholders, for each taxable year, at least the sum of 90% of its “investment company taxable income,” which is generally its net ordinary income plus the excess,

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if any, of realized net short-term capital gain over realized net long-term capital loss, and 90% of its net exempt interest income, if any, (the “Annual Distribution Requirement”). Even if CVEST qualifies as a RIC, CVEST generally will be subject to corporate-level U.S. federal income tax on its undistributed taxable income and could be subject to U.S. federal excise, state, local and foreign taxes.

Taxation as a RIC

Provided that CVEST qualifies as a RIC and satisfies the Annual Distribution Requirement, CVEST will not be subject to U.S. federal income tax on the portion of its investment company taxable income and net capital gain (which generally is defined as net long-term capital gain in excess of net short-term capital loss) that it timely distributes to shareholders. CVEST will be subject to U.S. federal income tax at regular corporate rates on any income or capital gain not distributed (or deemed distributed) to CVEST Shareholders.

CVEST will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income of RICs unless it distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years and on which CVEST paid no U.S. federal income tax. CVEST will generally review the benefits of avoiding excise tax against the costs of paying such tax.

In order to be treated as a RIC for U.S. federal income tax purposes, CVEST must, among other things:

To the extent that CVEST invests in entities treated as partnerships for U.S. federal income tax purposes (other than a “qualified publicly traded partnership”), CVEST generally must include the items of gross income derived by the partnerships for purposes of the 90% Income Test, and the income that is derived from a partnership (other than a “qualified publicly traded partnership”) will be treated as qualifying income for purposes of the 90% Income Test only to the extent that such income is attributable to items of income of the

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partnership which would be qualifying income if realized by CVEST directly. In addition, CVEST generally must take into account its proportionate share of the assets held by partnerships (other than a “qualified publicly traded partnership”) in which CVEST is a partner for purposes of the Diversification Tests.

In determining whether or not a RIC is in compliance with the Diversification Tests, the 90% Income Test and the Annual Distribution Requirement, a RIC may take into consideration certain cure provisions contained in the Code.

In order to meet the 90% Income Test, CVEST may establish one or more special purpose corporations to hold assets from which CVEST does not anticipate earning dividend, interest or other qualifying income under the 90% Income Test. Any investments held through such a special purpose corporation would generally be subject to U.S. federal income and other taxes, and therefore CVEST can expect to achieve a reduced after-tax yield on such investments.

CVEST may be required to recognize taxable income in circumstances in which CVEST does not receive a corresponding payment in cash. For example, if CVEST hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with payment-in-kind interest or, in certain cases, increasing interest rates or issued with warrants), CVEST must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by CVEST in the same taxable year. CVEST may also have to include in income other amounts that CVEST has not yet received in cash, such as deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. CVEST anticipates that a portion of CVEST’s income may constitute original issue discount or other income required to be included in taxable income prior to receipt of cash.

Because any original issue discount or other amounts accrued will be included in CVEST’s investment company taxable income for the year of the accrual, CVEST may be required to make a distribution to CVEST Shareholders in order to satisfy the Annual Distribution Requirement, even though CVEST will not have received any corresponding cash amount. As a result, CVEST may have difficulty meeting the Annual Distribution Requirement necessary to obtain and maintain RIC tax treatment under the Code. CVEST may have to sell some of its investments at times and/or at prices CVEST would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If CVEST is not able to obtain cash from other sources, CVEST may fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax.

Furthermore, a portfolio company in which CVEST invests may face financial difficulty that requires CVEST to work-out, modify or otherwise restructure its investment in the portfolio company. Any such restructuring may result in unusable capital losses and future non-cash income. Any restructuring may also result in CVEST’s recognition of a substantial amount of non-qualifying income for purposes of the 90% Income Test, such as cancellation of indebtedness income in connection with the work-out of a leveraged investment (which, while not free from doubt, may be treated as non-qualifying income) or the receipt of other non-qualifying income.

Gain or loss realized by CVEST from warrants acquired by CVEST as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss. Such gain or loss generally will be long-term or short-term, depending on how long CVEST held a particular warrant.

CVEST’s investment in non-U.S. securities may be subject to non-U.S. income, withholding and other taxes. In that case, CVEST’s yield on those securities would be decreased. Shareholders will generally not be entitled to claim a credit or deduction with respect to non-U.S. taxes paid by CVEST.

If CVEST acquires investments in “passive foreign investment companies” (“PFICs”) (including equity tranche investments in CLO vehicles that are PFICs), CVEST may be subject to U.S. federal income tax on a

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portion of any “excess distribution” or gain from the disposition of such investments even if such income is distributed as a taxable dividend by CVEST to CVEST Shareholders. Certain elections may be available to mitigate or eliminate such tax on excess distributions, but such elections (if available) will generally require CVEST to recognize its share of the PFIC’s income for each year regardless of whether CVEST receives any distributions from such PFIC. CVEST must nonetheless distribute such income to maintain its status as a RIC.

If CVEST holds more than 10% of the shares in a foreign corporation that is treated as a controlled foreign corporation (“CFC”) (including equity tranche investments in a CLO vehicle treated as a CFC), CVEST may be treated as receiving a deemed distribution (taxable as ordinary income) each year from such foreign corporation in an amount equal to CVEST’s pro rata share of the corporation’s income for the tax year (including both ordinary earnings and capital gains). If CVEST is required to include such deemed distributions from a CFC in its income, CVEST will be required to distribute such income to maintain its RIC status regardless of whether or not the CFC makes an actual distribution during such year.

If CVEST is required to include amounts in income prior to receiving distributions representing such income, CVEST may have to sell some of its investments at times and/or at prices CVEST would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If CVEST is not able to obtain cash from other sources, CVEST may fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax.

In addition, as discussed above, to qualify as a RIC, CVEST must, among other thing, satisfy the 90% Income Test. Although the Code generally provides that the income inclusions from a PFIC for which CVEST has made a qualifying fund election (such a PFIC, a “QEF”) or a CFC will be “good income” for purposes of this 90% Income Test to the extent that the QEF or the CFC distributes such income to CVEST in the same taxable year in which the income is included in CVEST’s income, the Code does not specifically provide whether these income inclusions would be “good income” for this 90% Income Test if CVEST does not receive distributions from the QEF or CFC during such taxable year. The IRS has issued a series of private rulings in which it has concluded that all income inclusions from a QEF or a CFC included in a RIC’s gross income would constitute “good income” for purposes of the 90% Income Test. Such rulings are not binding on the IRS except with respect to the taxpayers to whom such rulings were issued. The IRS and U.S. Treasury Department have issued regulations that provide that the income inclusions from a QEF or a CFC will be good income for purposes of the 90% Income Test if CVEST receives a cash distribution from such entity in the same year attributable to the included income or the included income is derived with respect to CVEST’s business of investing in stocks and securities. Accordingly, under current law, CVEST believes that the income inclusions from a CLO that is a QEF or a CFC would be “good income” for purposes of the 90% Income Test whether or not such income is distributed by the QEF or CFC during the taxable year.

Under Section 988 of the Code, gain or loss attributable to fluctuations in exchange rates between the time CVEST accrues income, expenses, or other liabilities denominated in a foreign currency and the time CVEST actually collects such income or pays such expenses or liabilities are generally treated as ordinary income or loss. Similarly, gain or loss on foreign currency forward contracts and the disposition of debt denominated in a foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss.

Although CVEST does not presently expect to do so, CVEST is authorized to borrow funds and to sell assets in order to satisfy its distribution requirements. However, under the 1940 Act, CVEST is not permitted to make distributions to CVEST Shareholders while its debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. See “Business—Regulation as a Business Development Company—Limitations on Leverage” and “Senior Securities” in Part I, Item 1 of CVEST’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Moreover, CVEST’s ability to dispose of assets to meet its distribution requirements may be limited by (1) the illiquid nature of CVEST’s portfolio and/or (2) other requirements relating to CVEST’s status as a RIC, including the Diversification Tests. If CVEST disposes of

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assets in order to meet the Annual Distribution Requirement or to avoid the excise tax, CVEST may make such dispositions at times that, from an investment standpoint, are not advantageous.

If CVEST fails to satisfy the Annual Distribution Requirement or otherwise fails to qualify as a RIC in any taxable year, CVEST will be subject to tax in that year on all of its taxable income, regardless of whether CVEST makes any distributions to CVEST Shareholders. In that case, all of such income will be subject to corporate-level U.S. federal income tax, reducing the amount available to be distributed to CVEST Shareholders. See “—Failure To Obtain RIC Tax Treatment” below.

As a RIC, CVEST is not allowed to carry forward or carry back a net operating loss for purposes of computing its investment company taxable income in other taxable years. U.S. federal income tax law generally permits a RIC to carry forward (i) the excess of its net short-term capital loss over its net long-term capital gain for a given year as a short-term capital loss arising on the first day of the following year and (ii) the excess of its net long-term capital loss over its net short-term capital gain for a given year as a long-term capital loss arising on the first day of the following year. However, future transactions CVEST engages in may cause its ability to use any capital loss carryforwards, and unrealized losses once realized, to be limited under Section 382 of the Code.

Certain of CVEST’s investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (ii) convert lower taxed long-term capital gain and qualified dividend income into higher taxed short-term capital gain or ordinary income, (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (iv) cause CVEST to recognize income or gain without a corresponding receipt of cash, (v) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (vi) adversely alter the characterization of certain complex financial transactions, and (vii) produce income that will not be qualifying income for purposes of the 90% Income Test. CVEST will monitor its transactions and may make certain tax elections in order to mitigate the effect of these provisions.

As described above, to the extent that CVEST invests in equity securities of entities that are treated as partnerships for U.S. federal income tax purposes, the effect of such investments for purposes of the 90% Income Test and the Diversification Tests will depend on whether or not the partnership is a “qualified publicly traded partnership” (as defined in the Code). If the partnership is a “qualified publicly traded partnership,” the net income derived from such investments will be qualifying income for purposes of the 90% Income Test and will be “securities” for purposes of the Diversification Tests. If the partnership, however, is not treated as a “qualified publicly traded partnership,” the consequences of an investment in the partnership will depend upon the amount and type of income of the partnership allocable to CVEST and its proportionate share of the underlying assets of the partnership. The income derived from such investments may not be qualifying income for purposes of the 90% Income Test and, therefore, could adversely affect CVEST’s qualification as a RIC. CVEST intends to monitor its investments in equity securities of entities that are treated as partnerships for U.S. federal income tax purposes to prevent CVEST’s disqualification as a RIC.

CVEST may invest in preferred securities or other securities the U.S. federal income tax treatment of which may not be clear or may be subject to recharacterization by the IRS. To the extent the tax treatment of such securities or the income from such securities differs from the expected tax treatment, it could affect the timing or character of income recognized, requiring CVEST to purchase or sell securities, or otherwise change its portfolio, in order to comply with the tax rules applicable to RICs under the Code.

Taxation of U.S. Shareholders

Whether an investment in CVEST Common Shares is appropriate for a U.S. shareholder will depend upon that person’s particular circumstances. An investment in CVEST Common Shares by a U.S. shareholder may have adverse tax consequences. The following summary generally describes certain U.S. federal income tax

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consequences of an investment in CVEST Common Shares by taxable U.S. shareholders and not by U.S. shareholders that are generally exempt from U.S. federal income taxation. U.S. shareholders should consult their own tax advisors before making an investment in CVEST Common Shares.

Distributions by CVEST generally are taxable to U.S. shareholders as ordinary income or capital gain. Distributions of CVEST’s “investment company taxable income” (which is, generally, CVEST’s ordinary income excluding net capital gain) will be taxable as ordinary income to U.S. shareholders to the extent of CVEST’s current or accumulated earnings and profits, whether paid in cash or reinvested in additional common stock. To the extent such distributions paid by CVEST to noncorporate U.S. shareholders (including individuals) are attributable to dividends from U.S. corporations and certain qualified foreign corporations, such distributions generally will be eligible for taxation at rates applicable to “qualifying dividends” (currently at a maximum tax rate of 20%) provided that CVEST properly reports such distributions as “qualified dividend income” and certain holding period and other requirements are satisfied. In this regard, it is not anticipated that a significant portion of distributions paid by CVEST will be attributable to qualifying dividends; therefore, CVEST’s distributions generally will not qualify for the preferential rates applicable to qualified dividend income. Distributions of CVEST’s net capital gain (which is generally CVEST’s net long-term capital gain in excess of net short-term capital loss) properly reported by CVEST as “capital gain dividends” will be taxable to a U.S. shareholder as long-term capital gain (currently at a maximum rate of 20% in the case of individuals, trusts or estates), regardless of the U.S. shareholder’s holding period for his, her or its CVEST Common Shares and regardless of whether paid in cash or reinvested in additional CVEST Common Shares. Distributions in excess of CVEST’s current and accumulated earnings and profits first will reduce a U.S. shareholder’s adjusted tax basis in such shareholder’s CVEST Common Shares and, after the adjusted basis is reduced to zero, will constitute capital gain to such U.S. shareholder.

U.S. shareholders who receive distributions in the form of stock generally are subject to the same federal income tax consequences as are shareholders who elect to receive their distributions in cash. The U.S. shareholder will have an adjusted tax basis in the additional CVEST Common Shares purchased through the plan equal to the amount of the reinvested distribution. The additional shares will have a new holding period commencing on the day following the day on which the shares are credited to the U.S. shareholder’s account.

Although CVEST currently intends to distribute any long-term capital gain at least annually, CVEST may in the future decide to retain some or all of its long-term capital gain, but designate the retained amount as a “deemed distribution.” In that case, among other consequences, CVEST will pay tax on the retained amount, each U.S. shareholder will be required to include his, her or its proportionate share of the deemed distribution in income as if it had been actually distributed to the U.S. shareholder, and the U.S. shareholder will be entitled to claim a credit equal to his, her or its allocable share of the tax paid thereon by CVEST. The amount of the deemed distribution net of such tax will be added to the U.S. shareholder’s tax basis for his, her or its common stock. Since CVEST expects to pay tax on any retained capital gain at the regular corporate tax rate, and since that rate is in excess of the maximum rate currently payable by individuals on net capital gain, the amount of tax that individual U.S. shareholders will be treated as having paid and for which they will receive a credit will exceed the tax they owe on the retained net capital gain. Such excess generally may be claimed as a credit against the U.S. shareholder’s other U.S. federal income tax obligations or may be refunded to the extent it exceeds such U.S. shareholder’s liability for U.S. federal income tax. A U.S. shareholder that is not subject to U.S. federal income tax or otherwise required to file a U.S. federal income tax return would be required to timely file a U.S. federal income tax return on the appropriate form in order to claim a refund for the taxes CVEST paid. In order to utilize the deemed distribution approach, CVEST must provide written notice to CVEST Shareholders prior to the expiration of 60 days after the close of the relevant taxable year. CVEST cannot treat any of its investment company taxable income as a “deemed distribution.”

For purposes of determining (1) whether the Annual Distribution Requirement is satisfied for any year and (2) the amount of capital gain dividends paid for that year, CVEST may, under certain circumstances, elect to treat a dividend that is paid during the following taxable year as if it had been paid during the taxable year in

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question. If CVEST makes such an election, a U.S. shareholder will still be treated as receiving the dividend in the taxable year in which the distribution is made. However, any dividend declared by CVEST in October, November or December of any calendar year, payable to U.S. shareholders of record on a specified date in any such month and actually paid during January of the following year, will be treated as if it had been received by CVEST’s U.S. shareholders on December 31 of the year in which the dividend was declared.

CVEST may have the ability to declare a large portion of a distribution in CVEST Common Shares to satisfy the Annual Distribution Requirement. If a portion of such distribution is paid in cash (which portion may generally be as low as 20% based on certain public and private rulings issued by the IRS) and certain requirements are met, the entire distribution to the extent of CVEST’s current and accumulated earnings and profits will be treated as a dividend for U.S. federal income tax purposes. As a result, U.S. shareholders will be taxed on the distribution as if the entire distribution was a cash distribution, even though most of the distribution was paid in CVEST Common Shares.

If an investor purchases CVEST Common Shares shortly before the record date of a distribution, the price of the shares will include the value of the distribution and the investor will be subject to tax on the distribution even though it represents a return of his, her or its investment.

A U.S. shareholder generally will recognize taxable gain or loss if the U.S. shareholder sells or otherwise disposes of his, her or its CVEST Common Shares. The amount of gain or loss will be measured by the difference between such U.S. shareholder’s adjusted tax basis in the CVEST Common Shares sold and the amount of the proceeds received in exchange. Any gain arising from such sale or disposition generally will be treated as long-term capital gain or loss if the U.S. shareholder has held his, her or its shares for more than one year. Otherwise, it will be classified as short-term capital gain or loss. However, any capital loss arising from the sale or disposition of CVEST Common Shares held for six months or less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received, or undistributed capital gain deemed received, with respect to such shares. In addition, all or a portion of any loss recognized upon a disposition of CVEST Common Shares may be disallowed if other substantially identical shares are purchased (whether through reinvestment of distributions or otherwise) within 30 days before or after the disposition. The ability to otherwise deduct capital loss may be subject to other limitations under the Code.

In general, U.S. shareholders taxed at individual rates currently are subject to a maximum U.S. federal income tax rate of 20% on their recognized net capital gain (i.e., the excess of realized net long-term capital gains over realized net short-term capital losses), including any long-term capital gain derived from an investment in CVEST Common Shares. Such rate is lower than the maximum rate on ordinary income currently payable by such U.S. shareholders. Corporate U.S. shareholders currently are subject to U.S. federal income tax on net capital gain at the 21% rate also applied to ordinary income.

Noncorporate U.S. shareholders with net capital loss for a year (capital loss in excess of capital gain) generally may deduct up to $3,000 of such losses against their ordinary income each year; any net capital loss of a noncorporate shareholder in excess of $3,000 generally may be carried forward and used in subsequent years as provided in the Code. Corporate shareholders generally may not deduct any net capital loss for a year, but may carry back such losses for three years or carry forward such losses for five years.

When CVEST is not a publicly offered regulated investment company for any taxable year, a noncorporate U.S. shareholder’s pro rata portion of CVEST’s affected expenses, including CVEST’s management fees, will be treated as an additional dividend to the shareholder and will not be deductible by such shareholder. A “publicly offered regulated investment company” is a regulated investment company whose shares are either (i) continuously offered pursuant to a public offering, (ii) regularly traded on an established securities market or (iii) held by at least 500 persons at all times during the taxable year. Certain expenses (including advisory fees), referred to as miscellaneous itemized deductions generally are not deductible by noncorporate U.S. shareholders, including individuals, trusts, and estates. CVEST does not anticipate that it will initially constitute a publicly offered regulated investment company although it is possible that it may qualify at some point in the future.

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CVEST (or the applicable withholding agent) will send to each of its U.S. shareholders, as promptly as possible after the end of each calendar year, a notice reporting the amounts includible in such U.S. shareholder’s taxable income for such year as ordinary income and as long-term capital gain. In addition, the U.S. federal income tax status of each year’s distributions generally will be reported to the IRS (including the amount of dividends, if any, eligible for the 20% maximum rate). Dividends paid by CVEST generally will not be eligible for the dividends-received deduction or the preferential tax rate applicable to qualifying dividends. Distributions may also be subject to additional state, local and foreign taxes depending on a U.S. shareholder’s particular situation.

CVEST (or the applicable withholding agent) may be required to withhold U.S. federal income tax, or backup withholding, from all distributions to any noncorporate U.S. shareholder (1) who fails to furnish CVEST with a correct taxpayer identification number or a certificate that such U.S. shareholder is exempt from backup withholding or (2) with respect to whom the IRS notifies CVEST that such shareholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. An individual’s taxpayer identification number is his or her social security number. Backup withholding tax is not an additional tax, and any amount withheld may be refunded or credited against the U.S. shareholder’s U.S. federal income tax liability, provided that proper information is timely provided to the IRS.

Under U.S. Treasury Regulations, if a U.S. shareholder recognizes a loss with respect to CVEST Common Shares of $2 million or more for a noncorporate U.S. shareholder or $10 million or more for a corporate U.S. shareholder in any single taxable year (or a greater loss over a combination of years), the U.S. shareholder must file with the IRS a disclosure statement on Internal Revenue Service Form 8886 (or successor form). Direct shareholders of portfolio securities in many cases are excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Significant monetary penalties apply to a failure to comply with this reporting requirement. States may also have a similar reporting requirement. Shareholders should consult their own tax advisors to determine the applicability of these regulations in light of their individual circumstances.

Taxation of Non-U.S. Shareholders

Whether an investment in the shares is appropriate for a non-U.S. shareholder will depend upon that person’s particular circumstances. An investment in the shares by a non-U.S. shareholder may have adverse tax consequences. Non-U.S. shareholders should consult their tax advisers before investing in CVEST Common Shares. Distributions of CVEST’s “investment company taxable income” (which excludes net capital gain) to non-U.S. shareholders that are not “effectively connected” with a U.S. trade or business carried on by the non-U.S. shareholder, will generally be subject to withholding of U.S. federal income tax at a rate of 30% (or lower rate provided by an applicable treaty) to the extent of CVEST’s current and accumulated earnings and profits, unless an applicable exception applies. However, CVEST generally is not required to withhold any amounts with respect to distributions of (i) U.S.-source interest income that would not have been subject to withholding of U.S. federal income tax if they had been earned directly by a non-U.S. shareholder, and (ii) net short-term capital gains in excess of net long-term capital losses that would not have been subject to withholding of U.S. federal income tax if they had been earned directly by a non-U.S. shareholder, in each case only to the extent that such distributions are properly reported by CVEST as “interest-related dividends” or “short-term capital gain dividends,” as the case may be, and certain other requirements are met. No certainty can be provided that any of CVEST’s distributions will be reported as eligible for this exception.

Actual or deemed distributions of CVEST’s net capital gain to a non-U.S. shareholder, and gains realized by a non-U.S. shareholder upon the sale of CVEST Common Shares, that are not effectively connected with a U.S. trade or business carried on by the non-U.S. shareholder, will generally not be subject to U.S. federal withholding tax and generally will not be subject to U.S. federal income tax unless the non-U.S. shareholder is a nonresident

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alien individual and is physically present in the United States for more than 182 days during the taxable year and meets certain other requirements. However, withholding of U.S. federal income tax at a rate of 30% on capital gain of nonresident alien individuals who are physically present in the United States for more than the 182 day period only applies in exceptional cases because any individual present in the United States for more than 182 days during the taxable year is generally treated as a U.S. resident for U.S. income tax purposes; in that case, he or she would be subject to U.S. income tax on his or her worldwide income at the graduated rates applicable to U.S. citizens, rather than the 30% U.S. federal withholding tax.

If CVEST distributes its net capital gain in the form of deemed rather than actual distributions (which CVEST may do in the future), a non-U.S. shareholder will be entitled to a U.S. federal income tax credit or tax refund equal to the non-U.S. shareholder’s allocable share of the tax CVEST pays on the capital gain deemed to have been distributed. In order to obtain the refund, the non-U.S. shareholder must obtain a U.S. taxpayer identification number and timely file a U.S. federal income tax return even if the non-U.S. shareholder would not otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. federal income tax return. Accordingly, investment in CVEST Common Shares may not be appropriate for a non-U.S. shareholder.

Distributions of CVEST’s “investment company taxable income” and net capital gain (including deemed distributions) to non-U.S. shareholders, and gains realized by non-U.S. shareholders upon the sale of CVEST Common Shares that are “effectively connected” with a U.S. trade or business carried on by the non-U.S. shareholder (or if an income tax treaty applies, attributable to a “permanent establishment” in the United States), will be subject to U.S. federal income tax at the graduated rates applicable to U.S. citizens, residents and domestic corporations. Corporate non-U.S. shareholders may also be subject to an additional branch profits tax at a rate of 30% imposed by the Code (or lower rate provided by an applicable treaty). In the case of a noncorporate non-U.S. shareholder, CVEST may be required to withhold U.S. federal income tax from distributions that are otherwise exempt from withholding tax (or taxable at a reduced rate) unless the non-U.S. shareholder certifies his or her foreign status under penalties of perjury or otherwise establishes an exemption.

CVEST may have the ability to declare a large portion of a distribution in CVEST Common Shares to satisfy the Annual Distribution Requirement. If a portion of such dividend is paid in cash (which portion may be as low as 20% under certain public and private rulings issued by the IRS) and certain requirements are met, the entire distribution to the extent of CVEST’s current and accumulated earnings and profits will be treated as a dividend for U.S. federal income tax purposes. As a result, non-U.S. shareholders will be taxed on the distribution as if the entire distribution was cash distribution, even though most of the distribution was paid in CVEST Common Shares.

The tax consequences to a non-U.S. shareholder entitled to claim the benefits of an applicable tax treaty may differ from those described herein. Non-U.S. shareholders are advised to consult their own tax advisers with respect to the particular tax consequences to them of an investment in CVEST Common Shares.

A non-U.S. shareholder who is a nonresident alien individual or foreign corporation may be subject to information reporting and withholding of U.S. federal income tax on dividends unless the non-U.S. shareholder provides CVEST or the dividend paying agent with an IRS Form W-8BEN or IRS Form W-8BEN-E (or an acceptable substitute form) or otherwise meets documentary evidence requirements for establishing that it is a non-U.S. shareholder or otherwise establishes an exemption from withholding.

Legislation commonly referred to as the “Foreign Account Tax Compliance Act,” or “FATCA,” generally imposes a 30% withholding tax on payments of certain types of income to foreign financial institutions (“FFIs”) unless such FFIs either (i) enter into an agreement with the U.S. Treasury to report certain required information with respect to accounts held by U.S. persons (or held by foreign entities that have U.S. persons as substantial owners) or (ii) reside in a jurisdiction that has entered into an intergovernmental agreement (“IGA”) with the United States to collect and share such information and are in compliance with the terms of such IGA and any enabling legislation or regulations. The types of income subject to the withholding tax include U.S.-source

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interest and dividends. [While withholding under FATCA would also have applied to payments of gross proceeds from the sale or other taxable disposition of MPCF Common Shares and CVEST Common Shares, proposed United States Treasury Regulations (upon which taxpayers may rely until final regulations are issued) eliminate FATCA withholding on gross proceeds entirely.] The information required to be reported includes the identity and taxpayer identification number of each account holder that is a U.S. person and transaction activity within the holder’s account. In addition, subject to certain exceptions, this legislation also imposes a 30% withholding on payments to foreign entities that are not FFIs unless the foreign entity certifies that it does not have a greater than 10% U.S. owner or provides the withholding agent with identifying information on each greater than 10% U.S. owner. Depending on the status of a non-U.S. shareholder and the status of the intermediaries through which they hold their shares, non-U.S. shareholders could be subject to this 30% withholding tax with respect to distributions on their shares. Under certain circumstances, a non-U.S. shareholder might be eligible for refunds or credits of such taxes.

Non-U.S. persons should consult their own tax advisors with respect to the U.S. federal income tax and withholding tax, and state, local and foreign tax consequences of an investment in CVEST Common Shares.

Failure To Obtain RIC Tax Treatment

If CVEST were unable to obtain tax treatment as a RIC, CVEST would be subject to tax on all of its taxable income at regular corporate rates. CVEST would not be able to deduct distributions to shareholders, nor would they be required to be made. Distributions would generally be taxable to CVEST Shareholders as dividend income to the extent of CVEST’s current and accumulated earnings and profits (in the case of noncorporate U.S. shareholders, at a maximum rate applicable to qualified dividend income of 20%, provided certain holding period and other requirements are met). Subject to certain limitations under the Code, corporate shareholders would be eligible for the dividends-received deduction.

Distributions in excess of CVEST’s current and accumulated earnings and profits would be treated first as a return of capital to the extent of the shareholder’s tax basis, and any remaining distributions would be treated as a capital gain.

If CVEST fails to meet the RIC requirements for more than two consecutive years and then seeks to re-qualify as a RIC, CVEST would be required to recognize gain to the extent of any unrealized appreciation in its assets unless CVEST made a special election to pay corporate-level U.S. federal income tax on any such unrealized appreciation during the succeeding five-year period.

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APPROVAL OF THE CVEST PROPOSAL

CVEST is asking CVEST Shareholders to approve the CVEST Proposal pursuant to which MPCF will merge with and into CVEST, with CVEST continuing as the surviving corporation. Upon completion of the Mergers, and subject to the terms and conditions of the Merger Agreement, each MPCF Common Share issued and outstanding immediately prior to the Effective Time will be converted into the right to receive, in accordance with the Merger Agreement, the Merger Consideration as described in “Description of the Merger Agreement—Merger Consideration.” For more information on the CVEST Shareholder vote required for approval of the CVEST Proposal, see “The CVEST Special Meeting—Vote Required.”

Approval of the CVEST Proposal is required for completion of the Mergers. In the event the CVEST Proposal is approved by CVEST Shareholders, but the Merger Agreement is terminated prior to the Closing, the Mergers will not be completed.

Required Vote

CVEST Shareholders may vote “FOR” or “AGAINST,” or they may “ABSTAIN” from voting on, the CVEST Proposal. The affirmative vote by the holders of more than fifty percent (50%) of the outstanding CVEST Common Shares entitled to vote on the CVEST Proposal is required for approval of the CVEST Proposal.

Abstentions and broker non-votes, if any, will have the same effect as votes “against” the CVEST Proposal. Proxies received will be voted “FOR” the approval of the CVEST Proposal unless CVEST Shareholders designate otherwise.

After careful consideration, the CVEST Board, including a majority of the trustees who are not “interested persons” (as defined in the 1940 Act) of CVEST, unanimously recommends that CVEST Shareholders approve the CVEST Proposal.

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APPROVAL OF THE MPCF PROPOSAL

MPCF is asking MPCF Shareholders to approve the Mergers and the transactions contemplated by the Merger Agreement. Upon completion of the Mergers, and subject to the terms and conditions of the Merger Agreement, each MPCF Common Share issued and outstanding immediately prior to the Effective Time will be converted into the right to receive, in accordance with the Merger Agreement, the Merger Consideration as described in the section entitled “Description of the Merger Agreement—Merger Consideration.” For more information on the MPCF Shareholder vote required for approval of the MPCF Proposal, see “The MPCF Special Meeting—Vote Required.”

Approval of the MPCF Proposal is required for the completion of the Mergers.

Required Vote

MPCF Shareholders may vote “FOR” or “AGAINST,” or they may “ABSTAIN” from voting on, the MPCF Proposal. The approval of the MPCF Proposal requires the affirmative vote of a “majority of the outstanding voting securities” of MPCF. Under the 1940 Act, a “majority of the outstanding voting securities” of MPCF is the lesser of: (1) 67% of the MPCF Common Shares at the MPCF Special Meeting if the holders of more than 50% of the MPCF Common Shares are present or represented by proxy, or (2) more than 50% of the MPCF Common Shares.

Abstentions and broker non-votes, if any, will have the same effect as votes “against” the MPCF Proposal. Proxies received will be voted “FOR” the approval of the MPCF Proposal unless MPCF Shareholders designate otherwise.

After careful consideration, the MPCF Board, including a majority of the trustees who are not “interested persons” (as defined in the 1940 Act) of MPCF, unanimously recommends that MPCF Shareholders approve the MPCF Proposal.

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MARKET PRICE, DIVIDEND AND DISTRIBUTION INFORMATION

CVEST

Price Range of CVEST Common Shares

There is currently no market for CVEST’s securities, and CVEST does not expect that a market for CVEST Common Shares will develop in the future. CVEST is prohibited under the 1940 Act from selling its CVEST Common Shares at an offering price, after deducting selling commissions and dealer manager fees, that is below its NAV per share attributable to CVEST Common Shares unless CVEST obtains shareholder approval. In connection with any issuance of CVEST Common Shares, the CVEST Board or a committee thereof will review the then current offering price per share against the current estimated NAV per share attributable to CVEST Common Shares to ensure that CVEST was not selling CVEST Common Shares at a price which, after deducting selling commissions and dealer manager fees, was below CVEST’s NAV per share.

The following table summarizes CVEST’s distributions declared during the years ended December 31, 2024 and 2025, and three months ended March 31, 2026:

Class I CVEST Common Shares Distributions declared for Class I shares for the year ended December 31, 2024, totaled approximately $6,285 (dollars in thousands). The following table reflects cash distributions, including dividends and returns of capital, if any, per Class I share that have been declared by our Board for the period ended December 31, 2024:

Distributions declared for Class I shares for the year ended December 31, 2025, totaled approximately $35,316 (dollars in thousands). The following table reflects cash distributions, including dividends and returns of capital, if any, per share that have been declared by our Board for the year ended December 31, 2025:

Distributions declared for Class I shares for the three-months ended March 31, 2026, totaled approximately $11,708 (dollars in thousands). The following table reflects cash distributions, including dividends and returns of capital, if any, per share that have been declared by our Board for the three-months ended March 31, 2026:

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Dividend Reinvestment Plan

Pursuant to CVEST’s DRIP, CVEST reinvests all cash dividends or distributions declared by the CVEST Board on behalf of CVEST Shareholders who do not elect to receive their distributions in cash. As a result, if the CVEST Board declares a distribution, then CVEST Shareholders who have not elected to “opt out” of the CVEST DRIP will have their distributions automatically reinvested in additional CVEST Common Shares. See “Dividend Reinvestment Plan of CVEST and MPCF” for additional information regarding CVEST’s DRIP.

As of the CVEST Record Date, CVEST had [6] holders of CVEST Common Shares of record, which did not include shareholders for whom shares are held in nominee or “street” name.

MPCF

Price Range of MPCF Common Shares

There is currently no market for MPCF Common Shares, and MPCF does not expect that a market for MPCF Common Shares will develop in the future. MPCF is prohibited under the 1940 Act from selling MPCF Common Shares at an offering price, after deducting selling commissions and dealer manager fees, that is below MPCF’s NAV per share unless MPCF obtains MPCF Shareholder approval. In connection with any issuance of MPCF Common Shares, the MPCF Board or a committee thereof will review the then current offering price per share against the current estimated NAV per share to ensure that MPCF was not selling MPCF Common Shares at a price which, after deducting selling commissions and dealer manager fees, was below its NAV per share.

The following table summarizes MPCF’s distributions declared during the years ended December 31, 2024 and 2025, and three months ended March 31, 2026:

Dividend Reinvestment Plan

Pursuant to MPCF’s DRIP, MPCF reinvests all cash dividends or distributions declared by the MPCF Board on behalf of MPCF Shareholders who do not elect to receive their distributions in cash. As a result, if the MPCF Board declares a distribution, then MPCF Shareholders who have not elected to “opt out” of the MPCF DRIP will have their distributions automatically reinvested in additional MPCF Common Shares. See “Dividend Reinvestment Plan of CVEST and MPCF” for additional information regarding MPCF’s DRIP.

As of the MPCF Record Date, MPCF had 3 shareholders of record, which did not include shareholders for whom shares are held in nominee or “street” name.

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MANAGEMENT OF CVEST AND MPCF

Please refer to “Management” in CVEST’s most recent prospectus dated as of April 30, 2026 which is incorporated by reference into this joint proxy statement/prospectus, for information relating to the management of CVEST. Please refer to Part III—“Item 10. Directors, Executive Officers and Corporate Governance” and “Item 11. Executive Compensation” in MPCF’s Annual Report on Form 10-K (file no. 814-01664) for the fiscal year ended December 31, 2025, which is incorporated by reference into this joint proxy statement/prospectus, for information relating to the management of MPCF.

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PORTFOLIO MANAGEMENT

CVEST

CVEST’s investment activities are managed by the CVEST Adviser, the investment adviser to CVEST. The CVEST Adviser is a Delaware limited liability company that is registered as an investment adviser under the Advisers Act. The CVEST Adviser is an affiliate of Manulife | Comvest Credit Partners. The CVEST Adviser manages CVEST’s day-to-day operations and provides CVEST with investment advisory and management services pursuant to the Investment Management Agreement. In particular, the CVEST Adviser is responsible for identifying attractive investment opportunities, conducting research and due diligence on prospective investments, structuring our investments and monitoring and servicing our investments. Furthermore, pursuant to the Investment Management Agreement, the CVEST Adviser may also provide certain administrative services to CVEST not otherwise provided by the fund’s administrator.

The CVEST Adviser may also depend upon Manulife | Comvest Credit Partners to obtain access to investment opportunities originated by the professionals of Manulife | Comvest Credit Partners. Subject to the overall supervision of CVEST’s Board, the CVEST Adviser manages CVEST’s day-to-day operations and provides investment advisory and management services to CVEST.

Investment Committee

The management of CVEST’s investment portfolio is the responsibility of the CVEST Adviser and its Investment Committee. The Investment Committee is currently comprised of Michael Falk, Jason Gelberd, Tom Goila, Lee Landrum, Robert O’Sullivan, Greg Reynolds, and Cecilio Rodriguez. While the Investment Committee utilizes a consensus-driven approach, investment decisions generally require majority approval of the Investment Committee. The Investment Committee will meet regularly to vet new investment opportunities, and evaluate strategic initiatives and actions taken by the CVEST Adviser on CVEST’s behalf. The day-to-day management of investments approved by the Investment Committee is overseen by the Investment Team.

The table below shows the dollar range of Common Shares owned by the Investment Committee as of December 31, 2025:

Other Accounts Managed by the Investment Committee

The members of the Investment Committee also manage other registered investment companies, other pooled investment vehicles and other accounts, as indicated below. The following table identifies, as of December 31, 2025: (i) the number of other registered investment companies, other pooled investment vehicles and other accounts managed by the portfolio managers; (ii) the total assets of such companies, vehicles and

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accounts; and (iii) the number and total assets of such companies, vehicles and accounts that are subject to an advisory fee based on performance.

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Members of the Investment Committee Who Are Not Our Trustees or Executive Officers

Michael Falk.

Michael Falk is the Co-Founder and Senior Advisor of Manulife | Comvest Credit Partners. He has played active board roles with many of Manulife | Comvest Credit Partners’ noted investments. Mr. Falk co-founded Manulife | Comvest Credit Partners’ predecessor firm, Commonwealth Associates, in 1988. Under his direction, Commonwealth Associates led equity or equity related investment transactions to finance operations, acquisitions and/or restructuring of more than 100 technology, healthcare, and service-related lower middle market businesses.

Mr. Falk is Co-Trustee of the Michael and Annie Falk Foundation. The foundation is dedicated to improving the lives of children through delivery of high-quality early education, preserving our environment by protecting animals and conserving natural resources, and supporting many other community-based causes. The foundation also supports and funds nonprofit organizations responding to environmental emergencies that adversely affect families and negatively impact the environment. In addition to these endeavors, Mr. Falk has supported various causes at institutions of higher learning, including scholarships at Queens College and establishing a research laboratory in environmental exposomics—an assessment of the effects of environmental contaminants on human health—at Duke University’s Nicholas School of the Environment. Mr. Falk is also a member of the Board of the West Palm Beach Police Foundation. Mr. Falk received a B.A. in Economics from Queens College and has pursued further education through Stanford University’s Executive Program for small businesses and Harvard Business School’s CEO program.

Tom Goila.

Tom Goila is a Partner and serves as a member of the Manulife | Comvest Credit Partners’ direct lending strategy’s investment committee. He is responsible for originating, structuring and managing investments for Manulife | Comvest Credit Partner’s direct lending strategy. Prior to joining Manulife | Comvest Credit Partners, Mr. Goila was a Senior Restructuring and Finance Consultant for a healthcare focused specialty finance firm. Mr. Goila also served over nine years at Goldman Sachs, starting as a Vice President and then as a Director in the Specialty Lending Group where he focused on healthcare investing. Previous experience includes healthcare finance roles at BNP Paribas and First Union. Mr. Goila received a B.A. in accounting from Furman University.

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Lee Landrum.

Lee Landrum is a Partner and serves as a member of the Manulife | Comvest Credit Partners’ direct lending strategy’s and special opportunities investment committees. Prior to joining Manulife | Comvest Credit Partners, Mr. Landrum was a Managing Partner of Tennenbaum Capital Partners (TCP), where he led its Global Investor Relations team and all fundraising and investor activity. He joined BlackRock (the successor organization) upon the sale of TCP to BlackRock. Previously, Mr. Landrum held senior investment positions at The Carlyle Group and Babson Capital Management. Lee began his career in investment banking at First Union. Mr. Landrum received an M.B.A from Vanderbilt University and a B.A. from the University of Georgia.

Compensation

All of the Investment Committee members have ownership and financial interests in, and may receive compensation and/or profit distributions from, the CVEST Adviser and/or Manulife | Comvest Credit Partners. None of the Investment Committee members receive any direct compensation from CVEST.

MPCF

MPCF’s investment activities are managed by the MPCF Adviser, the investment adviser to MPCF. The MPCF Adviser (i) determines the composition of MPCF’s portfolio, the nature and timing of the changes to MPCF’s portfolio, and the manner of implementing such changes, (ii) identifies, evaluates, and negotiates the structure of the investments it makes (including performing due diligence on its prospective portfolio investments), (iii) closes, monitors and administers the investments it makes, including the exercise of any voting or consent rights, (iv) when and where applicable, restructures investments it makes, and (v) determines the investments and other assets that it purchases, retains or sells. The MPCF Adviser entered into a sub-advisory agreement with the MPCF Subadvisor, in which the MPCF Subadvisor manages the investment and reinvestment of the assets of MPCF, subject to the supervision of the MPCF Board and the MPCF Adviser. The MPCF Subadvisor formulates and implements a continuous investment program for MPCF consistent with MPCF’s investment objective and policies.

Investment Personnel

The management of MPCF’s investment portfolio is the responsibility of the MPCF Investment Committee which is comprised of six members (currently, Vipon Ghai, Brian Albert, Joe Romic, Mike King, Jeff Bottcher and Ryan Reko). The members of the Investment Committee are not employed by MPCF and receive no compensation from MPCF in connection with their portfolio management activities. Biographical information relating to the Investment Committee members can be found further below.

Investment Committee

Investment opportunities and follow-on investments in existing portfolio companies will generally require approval of the Investment Committee. The investment personnel may also evaluate investment opportunities to reach the investment conclusion. The Investment Committee will meet regularly to consider MPCF’s investments, direct MPCF’s strategic initiatives and supervise the actions taken by the MPCF Adviser on MPCF’s behalf. In addition, the Investment Committee reviews and determines whether to make prospective investments identified by the MPCF Adviser and monitors the performance of MPCF’s investment portfolio. The day-to-day management of investments approved by the Investment Committees will be overseen by investment personnel.

The members of the Investment Committee primarily responsible for the day-to-day management of MPCF also manage other registered investment companies, other pooled investment vehicles and other accounts.

Other Accounts Managed by the Investment Committee

The members of the Investment Committee also manage other registered investment companies, other pooled investment vehicles and other accounts, as indicated below. The following table identifies, as of

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December 31, 2025: (i) the number of other registered investment companies, other pooled investment vehicles and other accounts managed by the portfolio managers; (ii) the total assets of such companies, vehicles and accounts; and (iii) the number and total assets of such companies, vehicles and accounts that are subject to an advisory fee based on performance.

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Members of the Investment Committee Who Are Not Trustees or Executive Officers of MPCF

Vipon Ghai, Senior Managing Director—Mr. Ghai is Senior Managing Director and Global Head of Private Equity at Manulife. He is responsible for a portfolio and team that manages over US$25 billion in private equity, mezzanine and private credit investments. In addition, Mr. Ghai also serves on the Investment Committees of all Private Equity and Credit products including the Senior Loans strategy. Mr. Ghai is a Certified Public Accountant (CPA, CMA) and a Chartered Financial Analyst (CFA) and holds an Honours Bachelor of Business Administration degree from Wilfrid Laurier University. He has over 31 years of experience including 24 years in Private Equity, 4 years in Corporate and Investment Banking and 3 years of operational experience. Mr. Ghai is currently and has been on the Board of Directors of several public and private companies in the US and Canada.

Brian Albert, Managing Director—Mr. Albert is responsible for sourcing, evaluating, negotiating, and monitoring of private equity and mezzanine investments. Mr. Albert joined Manulife in 2011, and was previously employed at Bain & Company, where he was a member of the private equity group. In this position, Mr. Albert worked with clients to evaluate investment opportunities and drive strategic and operational changes at portfolio companies. Before joining Bain & Company, he was a Senior Analyst in the Transaction Advisory Services practice at Ernst & Young. Mr. Albert received a bachelor’s degree in Economics from Bucknell University and an MBA from the University of Chicago’s Booth School of Business. Mr. Albert is a CFA charterholder.

Joe Romic, Managing Director—Mr. Romic is a managing director, primarily responsible for managing the marketing and origination functions of the senior credit business. He joined Manulife Investment Management PE&C in January 2017 and has 31 years of experience. Prior to joining Manulife, Joe spent over 25 years originating, underwriting, closing, and managing senior debt, subordinated debt and minority equity investments to support private equity sponsors in their acquisitions of middle market companies. During this time, he also participated in control equity investing as well as distressed account management. Most recently, Joe spent over 8 years at American Capital, where he served as a managing director in the sponsor finance group. Prior to joining American Capital, he spent 4 years as a director in the Goldman Sachs specialty lending group and 13 years in the sponsor finance units of GE Capital and Heller Financial. Joe spent over 2 years at the start of his career with KPMG Peat Marwick on the audit staff. Joe received a bachelor of science in Accounting from Illinois Wesleyan University and a Masters of Management from Kellogg Graduate School of Management at Northwestern University.

Mike King, Managing Director—Mr. King is a managing director, primarily responsible for managing the underwriting and portfolio management functions of the senior credit business. He joined Manulife Investment Management PE&C in January 2017 and has 29 years of experience. Prior to joining Manulife, Mike was head of the loan products group at BMO Global Asset Management, where he was primarily involved in credit selection, portfolio management, and fund raising, taking AUM from $0 to $1 billion across three separate middle market CLO vehicles. Prior to BMO, Mike spent nearly 20 years in key senior credit management roles at leading middle market debt providers, including Pangaea Asset Management (founder), GE Antares, Antares Capital, PPM America, and First National Bank of Chicago. He was an investment committee member at both BMO and Pangaea. Mike received a bachelor’s degree in Economics from Marquette University and an MBA in Finance from DePaul University.

Jeff Bottcher, Managing Director—Mr. Bottcher is a managing director, responsible for leading transaction underwritings and portfolio management for the senior credit business. He joined Manulife Investment Management PE&C in March 2017 and has 19 years of experience in accounting and leveraged lending. Prior to joining Manulife, Jeff was a senior vice president at Antares Capital (and its predecessors), where he spent over 12 years underwriting middle market leveraged loans to private equity-owned companies. Jeff received a bachelor’s degree in History from Wake Forest University.

Ryan Reko, CFA, Managing Director—Mr. Reko is a managing director, responsible for leading transaction underwritings and portfolio management for the senior credit business. He joined Manulife Investment

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Management PE&C in March 2017 and has 16 years of experience. Prior to joining Manulife, Ryan was a director in the sponsor finance group at CIT Group, where he led a team of individuals in underwriting and portfolio management, and he spent 10 years underwriting middle market leveraged loans for private equity-sponsored transactions. Ryan received a bachelor of science in Finance from University of Colorado at Boulder and a master of science in Finance from Villanova University. Ryan is a CFA charterholder.

The table below shows the dollar range of MPCF Common Shares owned by the Investment Committee as of December 31, 2025:

Compensation

All of the Investment Committee members have financial interests in, and may receive compensation and/or profit distributions from, the MPCF Subadvisor. None of the Investment Committee members receive any direct compensation from MPCF.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS OF CVEST

The information in “Notes to Consolidated Financial Statements—Note 4. Related Party Transactions” in Part II to CVEST’s Annual Report on Form 10-K (file no. 814-01669) for the fiscal year ended December 31, 2025 is incorporated herein by reference.

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BUSINESS OF CVEST

The information in “Item 1. Business” and “Item 3. Legal Proceedings” in Part I of CVEST’s Annual Report on Form 10-K (file no. 814-01669) for the fiscal year ended December 31, 2025 and “Item 1. Legal Proceedings” in Part II of CVEST’s Quarterly Report on Form 10-Q (file no. 814-01669) for the quarter ended March 31, 2026 is incorporated herein by reference.

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FINANCIAL HIGHLIGHTS OF CVEST

The information in “Notes to Consolidated Financial Statements—Note 10. Financial Highlights” in Part II to CVEST’s Annual Report on Form 10-K (file no. 814-01669) for the fiscal year ended December 31, 2025 is incorporated herein by reference.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CVEST

The information in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of CVEST’s Annual Report on Form 10-K (file no. 814-01669) for the fiscal year ended December 31, 2025 and the information in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I of CVEST’s Quarterly Report on Form 10-Q (file no. 814-01669) for the fiscal quarter ended March 31, 2026 is incorporated herein by reference.

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SENIOR SECURITIES OF CVEST

Information about CVEST’s senior securities is shown as of the dates indicated in the below tables. This information about CVEST’s senior securities should be read in conjunction with CVEST’s audited and unaudited consolidated financial statements and related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of CVEST as incorporated by reference herein. An audit report on the senior securities table as of 2025 and 2024 will be included in a future pre-effective amendment to the registration statement of which this joint proxy statement/prospectus is a part.

The following is a summary of CVEST’s senior securities as of December 31, 2025:

The following is a summary of CVEST’s senior securities as of December 31, 2024: