Monroe Capital Management Advisors LLC

Item 5 – Fees and Compensation

In consideration for MCMA’s advisory and other services, MCMA and/or certain of its affiliates generally
are entitled to receive management fees and are also permitted to receive performance compensation (as
described below), with respect to the Funds. While the fees, allocations and compensation applicable to
each Fund are described in detail in the applicable Governing Documents, side letters and/or fee agreements,
an overview of MCMA’s basic compensation schedule is summarized below. A potential investor should
read and review all applicable Governing Documents in their entirety before making any investment
decisions.
Fee Schedules

Private Funds (Other than CLO Funds and CFO Funds)
Management Fees: In consideration for its advisory services to the Private Funds, MCMA typically receives
a “Management Fee” from each respective Private Fund. The specific payment terms and other conditions
of the Management Fees available to MCMA are set forth in the applicable Private Fund’s Governing
Documents, side letters and/or fee agreements. The Management Fees are generally a percent of the Private
Funds’ investors’ aggregate capital commitments or a percent of the Private Funds’ total Invested Assets, on
the appraisal date, payable quarterly or monthly in arrears or in advance. “Invested Assets” generally means,
with respect to each Private Fund investor, at any time the sum of (a) such Private Fund investor’s total
prior capital contributions less any prior distributions that constitute return of such amounts plus (b) such
Private Fund investor’s pro rata share of the principal amount of any indebtedness incurred by the Private
Fund and outstanding at such time, in each case, as determined by the Private Fund’s General Partner or
MCMA in its sole discretion. Management Fees are generally paid to MCMA by deducting such fees from
the applicable Private Fund’s account. Upon the termination of MCMA’s Management Agreement with a
Private Fund, MCMA will refund to the Private Fund the pro-rated portion of any Management Fee already
paid by the Private Fund for the period following the effective date of such termination provided that nothing
else was specified in the respective Fund’s Governing Documents and/or Management Agreement, including
that some Management Agreements provide for payment of management fees for up to one year upon
termination in the absence of cause. MCMA and its affiliates will benefit from MCMA’s relationship with
and its receipt of Management Fees from the Private Funds. Such Management Fees and relationship will
enhance the value of MCMA, and the Private Fund investors (other than those Private Fund investors holding
direct or indirect interests in MCMA, if any) will not participate in any increase in the value of MCMA.
Performance-Based Compensation: The General Partner and/or its designee for each respective Private
Fund is generally permitted to receive performance-based fees and/or carried interest distributions, as
applicable (collectively, “Performance-Based Compensation”) (e.g., carried interest, performance
allocations, incentive allocations, performance fees or incentive fees) in connection with the management
of the Private Fund. The specific payment terms and other conditions of the Performance-Based
Compensation available to a General Partner and/or its designee are set forth in the applicable Private Fund’s
Governing Documents, side letters and/or fee agreements. Generally, Performance-Based Compensation
payable to the applicable General Partner and/or their designee (as “special limited partner”) is payable
quarterly, annually or more frequently in arrears, subject to a preferred return and an interim and/or end-of-
life clawback mechanic. All Performance-Based Compensation payable to the General Partners and/or their
respective designees of the Private Funds will be consistent with the requirements of Section 205 of the
Advisers Act and Rule 205-3 thereunder.
As discussed in Item 6 below, Performance-Based Compensation payable to a General Partner and/or its
designee on investment income and investment gains may create an incentive for the General Partner’s

affiliate, MCMA, to cause the Private Fund to make investments that are riskier or more speculative than
would be the case if a Performance-Based Compensation arrangement were not in effect. The Performance-
Based Compensation may create an incentive for MCMA to time investments, and the realization of
investments, so as to maximize Performance-Based Compensation rather than the returns of the Private
Fund. In addition, Performance-Based Compensation payable by a Private Fund have not been established
on the basis of an arm’s length negotiation among such Private Fund, on the one hand, and MCMA or its
affiliates, on the other hand.
CLO Funds
As compensation for its services as the collateral manager to the CLO Funds, MCMA generally receives a
senior management fee, a subordinated management fee and an incentive management fee (collectively, the
“Collateral Management Fees”). The senior management fee has a higher priority in a CLO Fund payment
waterfall whereas the subordinated management fee generally ranks below principal and interest payments
to senior note holders in the payment waterfall. MCMA will generally earn a subordinated management fee
if over-collateralization and interest coverage tests have been satisfied for all senior CLO Fund note holders.
The senior management fees and subordinated management fees are typically paid by the CLO Fund or its
respective trustee quarterly in arrears, in accordance with its Governing Documents. Incentive management
fees are typically paid later in a CLO Fund’s tenor by the CLO Fund or its respective trustee in arrears if
specific internal rates of return thresholds are achieved. Please consult the CLO Fund’s applicable
Governing Documents for additional information regarding such Collateral Management Fees.
CFO Funds
...

Item 7- Types of Clients

As discussed in Item 4 of this Brochure, MCMA provides discretionary portfolio management and
investment advisory services to privately-offered pooled investment vehicles, including private investment
funds, SIFs, CLO Funds, CFO Funds, and other U.S. and non-U.S. structured investment vehicles, whose
investors include large institutions and high net worth individuals, including but not limited to, state and
local pensions, corporate pensions, endowments and foundations, insurance companies, regional banks and
family offices. MCMA also provides discretionary portfolio management and investment advisory services
to a limited number of SMA Clients.
Each Fund’s minimum investment amount is stated in each respective Fund’s Governing Documents. Each
Fund’s respective General Partner may waive the applicable minimum at their discretion subject to
applicable law. In addition, MCMA reports its minimum investment limits required of an investor for each
Fund in Schedule D, Section 7.B.(1) – Private Fund Reporting of Part 1 Form ADV, which is available on
the SEC’s website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for MCMA is 157073.
Generally, investors participating in the Funds are required to meet certain suitability and net worth
qualifications, such as being (1) either (i) an “accredited investor” within the meaning of Rule 501(a)(1),
(2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and are
also a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as
amended (the “1940 Act”); or (ii) a non-U.S. person in accordance with the requirements of Regulation S
under the Securities Act and applicable eligibility requirements of the respective Fund; and (2) meeting
other eligibility requirements in accordance with any other applicable law. As such, the Funds MCMA
manages are exempt from registration as an investment company through the exemption provided by Section
3(c)(7) of the 1940 Act.