Z Capital Group LLC

Item 5: Fees and Compensation

General

ZCG provides investment advisory services to each of the Funds pursuant to separate investment
advisory agreements (the “Advisory Agreements”). The Advisory Agreements and the Governing
Fund Documents for each Fund set forth in detail the fee structure relevant to each such Fund. The
terms of the Advisory Agreements are generally established at the time the Fund was formed and
are in compliance with the Advisers Act.

ZCG typically receives compensation from fees based on a percentage of assets under management
or committed capital, fees or allocations based on performance and certain other fees or expenses
related to transactions and services provided by ZCG (see below). Investors should review all fees
charged by ZCG to fully understand the total amount of fees to be paid by a Fund and, indirectly,
by its Investors.

Management Fees

Typically, the Funds and certain Co-Invest Funds pay ZCG and/or its affiliates an annual
management fee (the “Management Fee”). The Management Fees for the ZCG Private Equity Funds
vary by fund from 0% to 2% per annum and this fee is paid quarterly in advance. This fee is typically
based upon committed capital during the investment period and on invested capital thereafter, in
each case in accordance with the Governing Fund Documents.

The Management Fees for the ZCG Partners I Co-Invest Funds, if any, may vary by fund from 0%
to 1% per annum and this fee is paid quarterly in advance. This fee is typically based upon invested
capital, in accordance with the Governing Fund Documents.

The Management Fee for LOF is 1.5% per annum and this fee is paid quarterly in arrears. The
Management Fee is typically based on net asset value and is prorated for any intra-month additions,
withdrawals, or distributions, in accordance with the Governing Fund Documents.

The ZCG CLO Manager receives a Senior Management Fee and a Subordinated Management Fee
in the amounts specified in the ZCG CLOs’ portfolio management agreements. Such amounts
accrue quarterly in arrears and are payable on each payment date and only to the extent that funds
are available in accordance with the priority of payments described in the ZCG CLOs’ indentures
and, to the extent any Senior Management Fee or Subordinated Management Fee is not paid on any
Payment Date, such payment will be deferred, without interest thereon.

In connection with the ZCG Credit Fund’s and the ZCG Credit Co-Invest Fund’s investment in the
ZCG CLO Manager (as described above) and in accordance with their respective Governing Fund
Documents, the portion of the Management Fees attributable to the ZCG Credit Fund’s and the

Form ADV Part 2A: Firm Brochure | Z Capital Group, L.L.C.                   March 31, 2026

ZCG Credit Co-invest Fund’s share of all notes (not just Subordinated Notes) issued by the 2018
CLO will be rebated to the ZCG Credit Fund and the ZCG Credit Co-Invest Fund. In connection
with the ZCG Credit Fund’s investment in the ZCG CLO Manager (as described above) and in
accordance with the ZCG Credit Fund’s Governing Fund Documents, the portion of the
Management Fees attributable to the ZCG Credit Fund’s share of all notes (not just Subordinated
Notes) issued by the ZCG CLO will be rebated to the ZCG Credit Fund. While not described above,
ZCG Partners III also participates in 2019 CLO and 2024 CLO through direct ownership of certain
Subordinated Notes (and not through an investment in the ZCG CLO Manager). Similarly, in
connection with ZCG Partners III’s investment in the 2019 CLO Subordinated Notes and 2024 CLO
Subordinated Notes and in accordance with the ZCG Partners III Governing Fund Documents, the
portion of the Management Fees attributable to ZCG Partners III’s share of the Subordinated Notes
issued by each 2019 CLO and 2024 CLO will be rebated to ZCG Partners III.

The Management Fee for the ZCG Credit Fund is 1.50% per annum and is paid quarterly in advance.
This fee is based on capital called for investments, in accordance with the Governing Fund
Documents. The ZCG Credit Co-Invest Fund will not pay a Management Fee.

The Management Fee for SEF is 1.50% per annum and is paid monthly in arrears. This fee is based
on capital called for investments, in accordance with the Governing Fund Documents.

ZCG and its affiliates reserve the right to waive or reduce management fees for certain investors,
including employees, a limited number of strategic partners, advisors and consultants and others as
ZCG may determine in its sole discretion.

Other Fees Earned by ZCG

ZCG, its affiliates, and their respective members, officers, employees or affiliated professionals
charge and/or collect from the portfolio companies or other investments of the Funds a variety of
fees such as: advisory fees, organization or success fees, break-up fees, directors’ fees, monitoring
fees, introduction fees, transaction fees, credit facility modification fees, syndication fees,
origination fees, agent fees, administration fees, professional and consulting fees (including, for
example, legal fees, recruiting fees, and consulting fees with respect to technology, marketing, real
estate, supply chain and logistics, executive team advisory and operations) or other similar fees
(collectively, “Other Fees”). In accordance with the terms and conditions of the Governing Fund
Documents, certain Other Fees generated in connection with a given investment will not reduce the
Management Fee payable by the Funds or otherwise be shared with the Funds. These may include,
among others, the following fees paid to affiliated service providers to the Funds or its investments.
ZCG Commercial Finance, L.L.C. (“ZCom”) is an affiliate of ZCG that is permitted to act as an
administrative agent, arranger, collateral agent, documentation agent, and underwriter and is
permitted to arrange, administer, originate and/or syndicate loans or other financial instruments for
...

Item 7: Types of Clients
ZCG provides discretionary management and advisory services to the Funds directly, subject to the
direction and control of the Manager of each Fund and Co-Invest Fund, and not individually to the
underlying Investors. As mentioned in Item 4, neither the interests in the Funds nor the Funds
themselves are registered under the Securities Act or Investment Company Act. Generally, Investors
are required to meet certain suitability and net worth qualifications, such as (i) an “accredited
investor” within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) a “qualified
purchaser” as defined in Section 2(a)(51) of the Investment Company Act, and/or (iii) a
“knowledgeable employee” within the meaning of Rule 3c-5 of the Investment Company Act,
depending on the applicable eligibility requirements of the respective Fund. Investors in the Funds
include, but are not limited to, global sovereign wealth funds, endowments, pension funds,
insurance companies, foundations, family offices, wealth management firms and other financial
institutions in North America, Europe, Asia and the Middle East.

The minimum commitment for an Investor is outlined in the respective Governing Fund
Documents; however, ZCG maintains discretion to accept less than the minimum investment
commitment.

The Manager on its own behalf and/or on behalf of the Funds without the approval of any Investor
or any other person may enter into a side letter or similar agreement (an “Other Agreement”) to or
with an Investor which has the effect of establishing rights under, or altering or supplementing the
terms of, the Governing Fund Documents. Investors should further recognize that any terms
contained in another Agreement with an Investor shall govern with respect to such Investor
notwithstanding the provisions of the Governing Fund Documents. Other Agreements may grant
certain Investors lower fees or expenses, higher preferred returns, lower minimum investment
requirements, preferential withdrawal rights, and additional reporting and informational rights, as
well as address other matters. The Manager will not enter into an Other Agreement if it believes the
terms thereof would have a material adverse impact on the other Investors.