Muzinich & Co Inc

ITEM 5: FEES AND COMPENSATION

     a) Compensation

For Funds and Separate Accounts, the Firm generally receives an investment management fee based
on the market value of the securities and cash in the Client portfolio on the relevant appraisal date
as provided in the Governing Documents. The annual management fee generally will be up to 1.0%
of assets under management. Fees are negotiable. Fees may differ based on account size, strategy,
complexity and the overall services provided, among other factors. Fees paid for services provided
to Separate Accounts are determined on a client-by-client basis, are negotiable and may be
substantially different from those paid by Funds.

Investors in both Separate Accounts and Funds may additionally be subject to profit participation,
incentive allocation, or other variable fee components based on performance and/or a share of positive
returns (collectively, “Performance Fees”), in any such case in accordance with the terms of the
applicable Governing Documents and the requirements of applicable law. See Item 6 - Performance
Based Fees and Side by Side Management for more information relating to performance-based fees
and potential conflicts of interest.

The management fees and other fees and distributions described herein are generally subject to
modification, waiver or reduction by the Firm in its sole discretion, both voluntarily and on a
negotiated basis with selected investors via side letter and other arrangements, which may not be
disclosed to other investors in the same Fund. The fee structures described herein may be
modified from time to time. Fees may differ from one Fund to another, as well as among
investors in the same Fund. Unless otherwise agreed with a Fund’s investors, Management fees will
continue to be payable during any term extensions.

     b) Billing

For Funds, investment management fees are typically deducted from the Funds by third party
administrators and paid to Muzinich on a monthly basis. With respect to Separate Accounts,
investment management fees are generally billed quarterly but may be billed monthly, in advance or
in arrear, as provided in the Governing Documents. Typically, investment management fees are based
on a valuation of assets by the Client’s custodian or administrator.

     c) Other Expenses

The payment of expenses by a Client will reduce the value of each Client’s investment.

Clients are responsible for and do incur other expenses separate and apart from the Firm’s investment
management fees and Performance Fees as outlined in the Governing Documents.

For Separate Accounts, these expenses include, but are not limited to, custody fees, administration
fees, brokerage services and other transaction fees (where imposed), as well as any additional services
such as audit, third party investment analysis, pricing, or tax preparation contracted for by the investor.

For investors in Funds, detailed information regarding the expenses to which a Fund is subject is set
out in the Governing Documents, as applicable, with respect to the particular fund. Fund expenses
include, but are not limited to, expenses incurred in fund formation; all fees, costs and expenses
incurred in connection with the identification, research, evaluation, negotiation, acquisition,
financing, hedging, holding, monitoring, management, realization, re-financing, re-capitalization, re-
structuring, sale, exchange, syndication, pledging or other disposal or monetization of investments
and potential investments, in each case whether or not the relevant transactions proceed to
completion, including: private placement fees, brokerage and sales fees and commissions,
commitment fees, abort fees, warehousing fees, transfer taxes and premiums, underwriting
commissions and discounts; the fees, costs and expenses of lawyers, accountants, auditors,
investment banks, corporate finance advisers, ESG advisers, third-party industry, sector and due
diligence experts, finders, paying agents, tax advisers, originators and consultants; all costs and
expenses relating to the provision by such persons of legal, loan settlement and administrative
services in relation to investments; filing and other related fees; reasonable and documented travel
and accommodation expenses; the fees, costs and expenses incurred in relation to the exercise of
voting, conversion or other rights attaching to any investment, and the fees, costs and expenses
incurred in connection with undertaking (and/or engaging third parties to undertake) anti-money
laundering, “know your customer”, counter-terrorist financing and sanctions compliance checks with
respect to actual and potential counterparties and/or Investments; professional fees relating to
investments (including expenses of consultants, investment bankers, lawyers, accountants and/or
other experts) whether or not such investments are consummated; custody safeguarding, trustee and
nominee fees; bank charges and all fees, costs and expenses incurred in connection with any
borrowing, financing and/or hedging activities of the Fund, including interest, any fees, costs, and
expenses incurred in obtaining lines of credit, loan commitments and letters of credit for the account
of the Fund and in guaranteeing the obligations of any portfolio investment; brokerage services and
other transaction fees (where imposed); operating expenses; administration and transfer agency
service fees; fees for the preparation of audited and unaudited financial statements; professional fees
such as fees for legal, regulatory, tax preparation, any and all taxes and other governmental charges
that may be incurred or payable by the Fund; audit services, regulatory filing fees; hedging fees, costs
and/or expenses; fees and/or expenses related to compliance with legal and/or regulatory obligations
related to the activities of the Fund; insurance premiums and expenses in connection with the
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ITEM 7: TYPES OF CLIENTS

Muzinich provides investment management services as an adviser or sub-adviser primarily to:

   •   Funds, private and public, including investment companies registered under the Investment
       Company Act of 1940, as amended (the “Investment Company Act”), certain European
       collective investment schemes pursuant to the Undertakings for Collective Investment in
       transferable Securities – commonly known as UCITS funds;

   •   institutions such as banks or thrift institutions, insurance companies, corporations or other
       forms of business entities, other asset managers, trusts, family offices, endowments,
       charitable institutions, pension funds and profit sharing plans, and other institutions inside
       and outside the United States; and

   •   high-net-worth individuals.

Muzinich also provides investment management services to Separate Account investor(s) that are
deemed to hold “plan assets” as defined under ERISA.

In general, investors in private investment fund(s) must be (1) (a) “accredited investors” under
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and (b) to the extent
a private investment fund relies upon the exemption from the definition of “investment company”
under Section 3(c)(7) of the Investment Company Act, “qualified purchasers” under Section
2(a)(51)(A) of the Investment Company Act or “knowledgeable employees” under Rule 3c‐5 of the
Investment Company Act, or (2) not “US Persons” as defined under Regulation S of the Securities
Act.

Investors should review the Governing Documents for each relevant Fund for further information with
respect to minimum requirements for investment.

The minimum dollar amount of assets ordinarily required for the establishment of a Separate Account
is typically $50,000,000. The Firm, in its sole discretion, may reduce investment minimums.