a) Background Muzinich & Co., Inc. (“Muzinich” or the “Firm”) is a global institutional asset manager specializing in corporate credit investment portfolios and other credit-based investment strategies. The Firm has been offering investment advisory services since 1988. George M. Muzinich is the Firm’s founder, Chairman and Chief Executive Officer and is the primary principal owner of the Firm.

b) Advisory Services Muzinich provides discretionary investment advice and management to onshore and offshore (i) publicly offered and/or privately placed investment funds (“Funds”) and (ii) separately managed accounts (“Separate Accounts” and, together with the Funds, “Clients”), either directly or as a subadvisor. The Firm primarily advises on investments in corporate credit, primarily bonds and loans.

The Firm offers a variety of credit-based investment strategies. See Item 8 for a brief discussion of the Firm’s main strategies. The Firm pursues each Client’s investment objective by investing generally in high yield credit instruments, short duration credit instruments, leveraged loans, investment grade corporate debt instruments, other credit based instruments and/or income focused equities such as those issued by business development companies and real estate investment trusts (REITs). Muzinich also may, for certain Clients, use currency forwards and derivative instruments, exchange-traded funds or other funds or indices, primarily for hedging and efficient portfolio management purposes but, depending on the Client and the strategy, also to gain exposure to certain types of instruments or to seek to take advantage of dynamics in the market.

Muzinich invests in companies based on its fundamental credit research incorporating both quantitative and qualitative valuation metrics. The Firm conducts primary company research in order to understand industry dynamics, company strengths and weaknesses, and asset values. Muzinich places great importance on the quality of management. Muzinich analyzes bond and loan covenants.

c) Tailored Advice and Client-Imposed Restrictions Each investment strategy can, in most cases, be tailored to meet a Client’s specific investment objectives, risk guidelines, and legal constraints. For Funds, the Firm manages the Fund’s assets in accordance with the Fund’s relevant Governing Documents, which contain more detailed information, including a description of the investment objective and strategy or strategies employed and related restrictions. Clients and investors in Funds must consider whether a particular Separate Account relationship or Fund is appropriate to their own circumstances based on all relevant factors including, but not limited to, the Client’s or investor’s own investment objectives, liquidity requirements, tax situation and risk tolerance. Prospective clients and investors are strongly encouraged to undertake appropriate due diligence, including but not limited to a review of relevant Governing Documents and the additional details about Muzinich’s investment strategies, methods of analysis and related risks in Item 8 of this Brochure, before making an investment decision. d) Wrap Fee Disclosure Not applicable. e) Assets Under Management As of December 31, 2018, the Firm had approximately $27.023 billion in discretionary assets under management. please register to get more info

a) Compensation 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. The Firm may also receive performance-based fees (see Item 6). Fees are negotiable. Fees may differ based on account size, strategy, complexity and the overall services provided, among other factors.

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 arrears, as provided in the Governing Documents. In general, investment management fees are based on a valuation of assets by the Client’s custodian or administrator.
c) Other Expenses
Clients are responsible for and do incur other expenses separate and apart from the Firm’s investment management fees as provided in the Governing Documents. For Separate Accounts, these expenses typically include 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. See Item 12 for more information about the selection of broker-dealers.

For investors in Funds, expenses typically include, but may not be limited to, custody fees; 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, audit services, paying agency and anti-money laundering supervision services; regulatory filing fees; fees for drafting, consultation, design, electronic and print publication, and mailing and communication of fund materials including prospectuses and applications, investor statements, notifications and corporate actions, privacy statements, fact sheets, annual reports, portfolios, and other ancillary materials; expenses associated with pricing and marking the portfolio as well as for the cost of hiring Directors of the Funds and insurance and bonding. Investors in both Separate Accounts and in Funds may additionally be subject to profit participation, incentive allocation, or other variable fee components based on performance. See Item 6 for more information relating to performance-based fees and potential conflicts of interest. Due to legal restrictions, certain Clients that are deemed to hold “plan assets” as defined under US Employee Retirement Income Security Act of 1974 (“ERISA”) may be prohibited from bearing certain expenses. d) Advance Billing With respect to the Funds, the management fee is payable in advance or in arrears as reflected in the Fund documents. With respect to Separate Accounts, investment management fees may be paid quarterly or monthly, in advance or in arrears, as agreed with the Client. For Separate Accounts or Funds that are terminated prior to the end of the period, fees paid in advance will be refunded to the extent agreed to by the parties. e) Sales-based Compensation Certain employees’ compensation may be dependent on the success of bringing assets to the Firm. This may create a conflict of interest to the extent that the employee may be incentivized to recommend investments in products that generate higher fees. please register to get more info

The Firm may receive fees from certain Clients based on a share of positive returns of the Client’s assets under management. This fee, which varies by strategy and Client, can be up to 20% of the Client’s realized and unrealized investment returns over any agreed hurdle rate where applicable. Performance-based compensation may create an incentive for the Firm to make investments that are riskier or more speculative than would be the case in the absence of the performance-based compensation. In addition, the performance on which performance-based compensation is calculated may include unrealized appreciation and depreciation of investments that may not ultimately be realized.

To the extent that the Firm receives only investment management fees from certain Clients and investment management fees and performance‐based fees from certain other Clients, the Firm and/or its portfolio managers will have a conflict of interest in that Clients with a performance‐ based fee will offer the Firm a potential for higher profitability when compared to a Client with only an investment management fee. Performance‐based fee arrangements will also create an incentive for the Firm and its portfolio managers to favor performance-based fee Clients over other Clients in the devotion of time, resources and allocation of investment opportunities. In this regard, some Clients from which Muzinich receives a performance fee may have access to certain research analysts employed by Muzinich and additional investment opportunities sourced by such research analysts or which otherwise are not available to other Clients. This may impact relative performance of such Clients as compared to other Clients.

To manage these potential conflicts, Muzinich has adopted a number of policies and procedures. These policies and procedures include Muzinich’s (i) Compliance Manual and Code of Ethics, which remind all employees of their duty to treat all Clients fairly and consistently with relevant fiduciary duties; (ii) trade allocation and aggregation policy, which seeks to ensure that investment opportunities are allocated fairly and equitably among Clients over time, without consideration of relative fee structures; and (iii) allocation and performance monitoring processes, which are designed to identify potentially unfair or unequal treatment of accounts. See also “Item 11(b) – Participation or Interests in Client Transactions” and “Item 12(e) – Aggregation and Allocation of Trades.”

Management fees received by Muzinich are based on the value of the assets under management. In cases where Muzinich also receives a performance fee, the performance fee is based on changes in the value of the assets under management. For most accounts Muzinich manages, account valuations are received from external custodians or administrators, independent of Muzinich, selected by the Client. For accounts wherein Muzinich values asset(s) internally as provided in the Governing Documents, there is a potential conflict in that Muzinich can benefit from fee calculations based on an increased asset base. Muzinich has a formal valuation policy and a Valuation Committee for supervising the valuation of such assets. Such assets are typically valued at the bid price, by Muzinich’s risk and accounting professionals using independent third party pricing vendor(s). In instances where a custodian or an administrator cannot determine a fair market value for a security, the custodian or administrator may request Muzinich’s involvement as described in the Governing Documents. For hard to value assets, when Muzinich is unable to obtain a value from an independent third party pricing vendor, Muzinich’s Valuation Committee will determine it. The Valuation Committee may consider such factors as quotes from broker-dealers, input from the investment team, “look-back” tests, industry comparables, current yields, payment status, probability of default, market liquidity and general economic factors. As noted above, Muzinich’s investment team, including the portfolio managers of its Client accounts, may provide input during the valuation process which raises a potential conflict of interest as such investment professionals maintain an interest in the performance, and therefore the valuation of a Client’s assets. However, the investment team members do not sit on the Firm’s Valuation Committee and therefore do not participate in the final determination of the valuation of the Client’s assets. please register to get more info

Muzinich provides discretionary investment management services primarily to:
• Funds, including investment companies registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”);
• 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 inside and outside the United States.

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

In general, investors in private funds must be (1) (a) “accredited investors” under Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and (b) “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. please register to get more info

LOSS
a) Methods of Analysis & Investment Strategies Muzinich utilizes proprietary fundamental research to identify investment opportunities to meet its investment criteria. The Firm evaluates securities based on the issuing company’s overall credit risk such as cash flow coverage ratios, corporate asset values, an issue’s seniority in the issuer’s capital structure, the expected volatility of corporate cash flows and asset values, and/or an issue’s particular credit covenants.

The Firm engages in in-depth credit analysis, believing that credit research, rather than credit engineering, is the long-term driver of attractive risk-adjusted returns.

Muzinich offers a number of strategies; however, Muzinich provides Clients with specific solutions according to their customized guidelines. A summary of Muzinich’s primary strategies is detailed below. The exact parameters of a Client account within each strategy are defined in the relevant Governing Documents.

High Yield Credit
• US High Yield o Focuses on US Dollar denominated credits issued by North American corporations primarily rated BB/B.
• European High Yield o Focuses on Euro, Sterling and/or Swiss Franc denominated credits issued by European corporations primarily rated BB/B.
• Global High Yield o Focuses on a combination of US Dollar, Euro, Sterling, and Swiss Franc denominated credits issued mostly by both North American and European corporations with a rating of BB/B. The strategy is offered both with a focus on developed markets only and in a more global format including hard currency emerging market exposure.
• Asian High Yield Credit o Focuses on US Dollar denominated credits issued primarily by Asian corporations with a rating of BB/B, however, can also invest in investment grade credits.

Short Duration Credit
• Short Duration Corporate-Plus o Invests in predominately European and US investment grade credits but can incorporate some high yield credits, as well as hard currency emerging market credits. Average portfolio duration is targeted typically at no more than 2 years.
• Short Duration High Yield o Focuses on US Dollar denominated credits issued by North American corporations primarily rated BB/B. Average targeted duration of the portfolio is typically a maximum of 2 years. Investment Grade-Plus Credit
• Investment Grade Credit o Consists of diversified portfolios of US and global investment grade credit. The strategy combines an investment grade core that can include a less than 20% allocation to BB/B credits, maintaining an average investment grade rating.
• Corporate-Plus o Invests in a diversified portfolio of largely investment grade US and global corporate credits coupled with some allocation to select high yield corporate credits. The strategy combines an investment grade core, with an allocation to below investment grade credits, maintaining an average investment grade rating.
• Asian Credit Corporate-Plus o Invests in investment grade and high yield debt issued by Asian corporates and sovereigns in US Dollar denominations, primarily, or in Euros. This strategy allows for a below investment grade allocation so long as it maintains an average investment grade rating (minimum BBB-).
• Emerging Markets Corporate-Plus o Targets a diverse portfolio of corporate investment grade and high yield credits issued by companies from emerging market countries with market-like-duration- to-worst. These credits are primarily issued by companies registered in or doing business mainly in emerging markets in Asia, Africa, Latin America and certain parts of Europe.

Emerging Markets
• Emerging Markets Short Duration o Primarily invests in debt instruments rated B/BB/BBB, denominated in US Dollars or other hard currencies, of corporate borrowers doing business mainly in emerging markets in Asia, Africa, Latin America and certain parts of Europe. The strategy, to a lesser extent, may also invest in European and North American corporates with Emerging Market exposure. The maximum average duration is typically 2.5 years.

Leveraged Loans


• Leveraged Loans o Consists of diversified portfolios of US, European and/or global leveraged loans extended to corporate issues rated BB/B. The strategy focuses primarily on leveraged loans and floating rate debt instruments. Alternative Credit / Absolute Return Strategies
• US Long/Short Credit o Invests in a credit hedge fund strategy with the application of modest leverage and opportunistic shorting. The strategy focuses on US corporate high yield credit. May include a minority in European corporate credit and may invest in other instruments such as investment grade corporate credit and equities. This strategy employs modest leverage and employs a number of shorting tactics. The strategy stresses liquidity and does not typically invest in deeply distressed credits.
• European Long/Short Credit o Invests in a credit hedge fund strategy with the application of modest leverage and opportunistic shorting. The strategy focuses on European corporate high yield credit. May include a minority in US corporate credit and may invest in other instruments such as investment grade corporate credit and equities. The strategy employs modest leverage and employs a number of shorting tactics. The strategy stresses liquidity and does not typically invest in deeply distressed credits.


• Global Tactical Credit o An absolute return, long, multi-sector credit strategy that focuses on investment grade, high yield and senior bank loans across the US, Europe and emerging markets. Overall portfolio duration and spread volatility are managed with a macro derivative overlay when appropriate in the judgment of the portfolio management team.

Private Debt
• US Private Debt o This Firm can offer a strategy with directly-originated sustainable growth financing to select middle market companies in a variety of jurisdictions. Muzinich’s private debt team works closely with banks and numerous other financial and non-financial intermediaries to access opportunities that fit the Firm’s investment standards. The goal is to provide returns which are not subject to the short term price volatility one finds in the public markets.



• European Private Debt o Structured to provide directly-originated sustainable growth financing to select middle market companies in a variety of European jurisdictions. Muzinich’s private debt team works closely with banks and numerous other financial and non-financial intermediaries to access opportunities that fit the Firm’s investment standards. The goal is to provide returns which are not subject to the short term price volatility one finds in the public markets.



• Global Private Debt o The Firm can offer a combination of US and European private debt as a Global Private Debt strategy.
• Business Development Company o Applies an approach to private debt underwriting to the analysis of US Business Development Companies (“BDCs”), and invests in the equities of these entities, which are formed expressly for lending to developing US businesses. Sustainable Investments
• Corporate-Plus Environmental, Social, and Governance (“ESG”) Overlay o Integrates additional sustainability research into Muzinich’s rigorous, traditional bottom up investment process in targeting delivery of superior risk‐adjusted results. The strategy invests primarily in corporate bonds priced in European currencies and US Dollars issued by European and North American companies, which meet high ESG standards. The portfolio maintains an average investment grade rating but can selectively invest in high yield bonds.
• Investment Grade ESG Overlay o Integrates additional sustainability research into Muzinich’s rigorous, traditional bottom up investment process in targeting delivery of superior risk‐adjusted results. The strategy invests primarily in corporate bonds priced in European currencies and US Dollars issued by European and North American companies, which meet high ESG standards.
• High Yield Credit ESG Overlay o Targets long-term, low-volatility returns from investments in high yield corporate credit by investing selectively in creditworthy companies additionally screened for their adherence to improving standards of environmental sustainability, social responsibility, and good governance.

b) Risks of Investment Strategies While Muzinich seeks to manage each client’s account so that risks are appropriate to the return potential for the strategy employed, it is often not possible or desirable to fully mitigate risks. Any investment involves the risk of loss and there can be no guarantee that a particular level of return will be achieved. Clients and investors should also be aware that investment strategies are often limited to particular types of securities and may not be diversified. An account’s investment strategies may present a high degree of risk that investors and Clients should be prepared to bear. It is possible that some or all of an account’s investments could be lost. Clients and investors should be prepared to bear the risk of such potential losses, including through diversification.

Each of Muzinich’s principal investment strategies involve various material risks. The following is a summary of material risks associated with Muzinich investment strategies. Please note that certain risks outlined below may not apply to all Muzinich investment strategies or may not apply to a material degree to particular strategies. Clients and investors should also review relevant Governing Documents for further information on the risks associated with a particular strategy and/or investment.

Active Management Risk. Client accounts are actively managed and rely on the expertise of Muzinich and/or the portfolio manager(s) primarily responsible for the relevant Client accounts. Performance therefore will reflect in part the ability of Muzinich and its portfolio managers to select securities and to make investment decisions that are suited to achieving a Client’s investment objective. Due to being actively managed, a Client’s account may underperform another Client’s account with similar investment objectives. Allocation Risk. As set forth in more detail in “Item 12(e) – Aggregation and Allocation of Trades,” Muzinich will typically allocate bond transactions to Client accounts in round lots and minimum increments as imposed by (i) Muzinich based on the market in which the assets are traded, and/or (ii) the issuers. In the event of a partial fill, allocations to Client accounts are generally made pro rata based on the initial order but may be modified on a basis that Muzinich deems to be appropriate, including, for example, in order to meet Muzinich’s or an issuer’s imposed minimum lot size , or to avoid odd lots or de minimis allocations. This may result in smaller funds being disadvantaged, including by not receiving any allocation, especially with regard to new issues, which can trade at a premium shortly after issuance. See “Item 12(e) – Aggregation and Allocation of Trades.” Corporate Credit Investments Risk. Certain strategies may invest in sub-investment grade corporate credit instruments, including, without limitation, credit instruments that are subject to resale pursuant to Rule 144A or other legal restrictions on resale; debt securities issued or guaranteed by private or public corporations; and various other types of instruments including exchange-traded funds. Corporate debt instruments pay fixed, variable or floating rates of interest. Some debt securities, such as zero coupon bonds, do not make regular interest payments but are issued at a discount to their principal or maturity value. The value of fixed-income securities in which a strategy may invest will change in response to fluctuations in interest rates. In addition, the value of certain fixed-income securities can fluctuate in response to perceptions of creditworthiness, political stability or soundness of economic policies. Fixed-income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (i.e., market risk).

Currency Risk. The value of a client’s assets may be affected favorably or unfavorably by changes in currency rates. Currency exchange rates may fluctuate significantly over short periods of time. They generally are determined by the forces of supply and demand in the respective markets and the relative merits of investments in different countries, actual or perceived changes in interest rates and other complex factors. Currency exchange rates can also be affected unpredictably by intervention by governments or central banks (or the failure to intervene) or by currency controls or political developments. While the Firm may seek to hedge this risk through the use of foreign currency forward contracts, these contracts may not be effective in managing currency risk effectively. Also, currency markets generally are not as regulated as securities markets. Derivatives Risk. Certain strategies may use derivatives. The use of derivatives may increase the volatility of performance or affect the value of a strategy’s assets and may involve a small investment of cash relative to the magnitude of risk assumed. The principal risk of forward commitments is that the security may be worth less when it is issued or received than the price the strategy agreed to pay when it made the commitment. The principal risks of swap agreements are that they may be difficult to value and may be susceptible to liquidity and credit risk. The principal risk of options transactions is that they may increase the volatility of or affect the value of the strategy’s assets and may involve a small investment of cash relative to the magnitude of the risk assumed. Derivatives may also be subject to counterparty risk, that is, the risk that the other party in the transaction will not fulfill its contractual obligations. If the counterparty to a derivative transaction defaults, a Client’s losses will generally consist of the net amount of contractual payments that the Client has not yet received, though the Client’s losses could extend to the notional amount of the contract should the underlying asset on which the contract is written have no offsetting market value. The “notional value” is generally defined as the value of the derivative’s underlying assets at the spot price. Emerging Markets Risk. Certain strategies may invest in emerging markets, which may be more risky than more developed markets for a variety of reasons, including, but not limited to, increased political, social, and economic instability; heightened pricing volatility and reduced market liquidity; potentially small issue sizes; less transparent information standards; heightened currency exposure; reduced legal protections and enforceability; and less developed systems for transaction settlement and custody. Energy and Natural Resources Risk. Certain strategies may invest in energy and natural resources based investments. The energy sector is cyclical and highly dependent on commodities prices. This sector may be subject to substantial government regulation and contractual fixed pricing, which may increase the cost of business and limit earnings. A significant portion of the revenues in this industry depends on a relatively small number of customers, including governmental entities and utilities. As a result, governmental budget constraints may have a material adverse effect on market values in this industry. Energy projects may also operate in countries with less developed regulatory regimes or a history of expropriation, nationalization or other adverse policies. Energy projects also face a significant risk of civil liability from accidents resulting in injury or loss of life or property, pollution or other environmental mishaps, equipment malfunctions or mishandling of materials and a risk of loss from terrorism and natural disasters, including explosions, hurricanes, tornadoes, tsunamis, floods and earthquakes. The risks associated with investments in the energy and natural resources sectors include adverse consequences resulting from the availability of reserve requirements, national and international events.

ESG Risk. For Client accounts that focus on meeting ESG standards, there is risk that, at some point(s) in the market cycle, the more highly performing companies in the broad market will be those that do not meet the account’s ESG criteria.

Equity Securities Risk. Certain strategies may invest in, sell short, or hold equity securities. Equity securities fluctuate in value in response to many factors, including the activities and financial condition of individual companies, the business markets in which individual companies compete, industry market conditions and general economic environments.

Extension Risk. Some debt securities are subject to the risk that the debt security’s effective maturity is extended because calls or prepayments are less or slower than anticipated, particularly when interest rates rise. The market value of such security may then decline and become more interest rate sensitive.

Foreign Investment Risk. Investments in foreign securities are subject to risks that differ from investments in US securities. These risks may include: fluctuating currency values; less liquid trading markets; greater price volatility; political and economic instability; less publicly available information about issuers; changes in tax or currency laws; and changes in monetary policy. Foreign securities may be more difficult to sell than US securities. All of these risks may be greater in emerging market countries than in more developed countries. Hedging Risk. The entire market or particular securities traded on a market may decline even if earnings or other factors improve since the prices of debt securities and equity securities are subject to numerous economic, political, procedural and other factors that have little or no correlation to the performance of a particular company. The Firm may utilize a variety of financial instruments, for its Clients such as derivatives, exchange-traded funds, options, shorting securities, interest rate swaps, caps and floors, futures and forward contracts, both for investment purposes and for risk management purposes. When used for hedging purposes, an imperfect or variable degree of correlation between price movements of the derivative instrument and the underlying investment sought to be hedged may prevent the Firm from achieving the intended hedging effect or expose the Clients to risk of loss. While the Firm may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Clients than if the Firm had not engaged in any such hedging transaction. Muzinich may determine not to hedge a position and/or may not identify appropriate risks to hedge. Moreover, it should be noted that Client portfolios will always be exposed to certain risks that cannot be hedged. High Yield Security Risk. Investments in high yield securities can involve a substantial risk of loss. These securities, which are rated below investment grade, are considered to be speculative with respect to the issuer’s ability to pay interest and principal and they are susceptible to default or decline in market value due to adverse economic and business developments. High yield securities expose Client accounts to a greater risk of loss of principal and income than a Client that invests solely or primarily in investment grade debt securities. If there is a “flight to safety,” the market’s perception of “high yield” securities may turn negative, and these types of securities may become perceived “high risk.”

Information Technology and Cybersecurity Risk. The increased use of internet-based technologies creates growing operational and security risks. Muzinich is reliant on its information technology infrastructure, processes and procedures, and seeks to ensure that it has competitive informational technology systems. Information technology changes rapidly, however, and Muzinich may not be able to stay ahead of such advances. Cyber incidents could result from unintentional events, or from deliberate attacks that may result in the compromise of personal information, corruption of data, disruption of operational systems, or misappropriation of assets or sensitive information. Such incidents could affect Muzinich and Clients’ service providers (including, but not limited to custodians, administrators, trading counterparties, and accountants), governmental and regulatory authorities, and the issuers of assets in Client accounts. These risks can interrupt Muzinich’s ability to engage in its business, cause financial loss, reputational harm, or lead to violations of applicable laws, agreements, or Muzinich’s policies concerning privacy protection and confidentiality. While Muzinich maintains an information security program, cybersecurity threats evolve quickly and cannot always be identified and avoided. Muzinich or a service provider could be a target of cybersecurity attacks. While steps have been taken to mitigate the risk of such attacks, no system is fully attack-proof, and a cybersecurity attack may have an adverse impact on Muzinich and its clients.

Interest Rate Risk. When interest rates rise, prices of debt securities generally fall and when interest rates fall, prices of debt securities generally rise. Interest rate changes can be sudden and unpredictable, and are influenced by a number of factors, including government policy, monetary policy, inflation expectations, perceptions of risk, and supply and demand of bonds. Changes in government monetary policy, including changes in tax policy or changes in a central bank’s implementation of specific policy goals, may have a substantial impact on interest rates. There can be no assurance that any particular government or central bank policy will be continued, discontinued or changed, nor that any such policy will have the desired effect on interest rates. A substantial increase in interest rates may also have an adverse impact on the liquidity of a security, especially those with longer maturities. Securities with longer maturities or durations or lower coupons or that make little (or no) interest payments before maturity tend to be more sensitive to these interest rate changes. Impairment of Collateral Risk. The value of any collateral securing a bond or loan can decline and may be insufficient to meet the borrower’s obligations or be difficult to liquidate. In addition, access to collateral may be limited by bankruptcy or other insolvency laws. Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect performance. Leverage Risk. Certain transactions and the use of derivatives such as foreign currency forward contracts, swaps and futures may create leveraging risk. Leverage may cause the Client’s account to be more volatile than if the Client’s account had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Client’s securities. Only certain Clients may incur leverage. Liquidity Risk. Securities that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions or investor perceptions. Below investment grade bonds and leveraged loans may be less liquid than investment grade securities. The value of illiquid securities may reflect a discount from the market price of comparable securities for which a liquid market exists, and accordingly may have a negative effect on the value of a strategy’s assets. To meet Client requests to withdraw assets, Muzinich may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.

Liquidity Risk of Investments in Private Companies. Various restrictions render investments in private companies relatively illiquid. Substantially if not all investments in private companies are subject to legal and other restrictions on resale or are otherwise less liquid than publicly traded securities. The illiquidity of private company investments may make it difficult to sell such investments if the need arises. Therefore, if Muzinich is required to or desires to liquidate all or a portion of its private company investments quickly, Muzinich could realize significantly less than the value at which recorded our investments. Loan Risk. Certain strategies may invest in leveraged loans. These loans, which may bear fixed or floating rates, have generally been arranged through private negotiations between a company and one or more financial institutions, including banks. Bank loans may not be securities and therefore may not have the protection afforded by federal securities laws. An investment may be in the form of participation in loans or of assignments of all or a portion of loans from third parties. The sale and purchase of a senior loan are subject to the requirements of the underlying credit agreement governing the loan. These requirements may limit the eligible pool of potential loan holders by placing conditions or restrictions on sales and purchases of loans. In addition, the value of the collateral securing the loan may decline, causing a loan to be substantially unsecured. There may not be a readily available market for loan participation interests, which in some cases could result in the strategy disposing of such interests at a substantial discount from face value or holding such interests until maturity. In addition, loans are subject to the credit risk of the underlying corporate borrower. Senior loans are not traded on an exchange and purchasers and sellers of these loans rely on market makers, usually the administrative agent for a particular senior loan, to trade these loans. These factors, in addition to overall market volatility, may negatively impact the liquidity of loans. To the extent that a secondary market does exist for certain loans, the market may be subject to volatility, irregular trading activity, wide bid/ask spreads, decreased liquidity and extended trade settlement periods. Investments in senior loans involves credit risk, interest rate risk, liquidity risk and other risks, including the risk that it may take more than seven days to settle any loan transaction, the risk that any collateral may become impaired, and the risk that the client and/or fund may obtain less than the full value for the loan interests when sold. Default on Loan Risk. Borrowers could be susceptible to economic recession or downturns or other circumstances which cause the borrower to be unable to meet covenant requirements or service their obligations for indefinite periods of time. In addition, the credit markets are subject to volatility and a changing regulatory environment that could limit the availability of credit being provided by lenders with the result that a borrower might not be able to refinance its debt at or prior to maturity. This could lead to a default on a loan and, consequently, termination or a write down or other reduction in the value of the loan, and the exercise of remedies. In such cases, Clients (and their investors) would likely suffer losses resulting from an inability to recover all or a portion of their investment in defaulted loans. Moreover, disruption in the credit or other financial markets leading to increased loan defaults and credit downgrades of borrowers could negatively affect the liquidity and pricing of loans in a Client’s portfolio. Market Risk. The corporate credit markets can experience sharp and sudden price swings due to a variety of factors, including, but not limited to, changes in securities regulations, swings in market psychology, volatility in the stock market, changing economic conditions, a highly publicized default, or changes in asset allocations by major institutional investors.

Risk of Investing in Middle-Market Companies. Middle-market companies may have limited financial resources, shorter operating histories, narrower product lines, smaller market shares than larger companies and tend to be more vulnerable to competitors’ actions and market conditions, as well as general economic downturns; such companies may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of realizing any guarantees obtained in connection with the investment; such companies are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on the portfolio company such companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and such companies may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity. Opportunity Risk. The Firm may participate in a limited number of investments for Client accounts and, as a consequence, the aggregate return of such Client assets may be substantially adversely affected by the unfavorable performance of even a single investment. In addition, other than as set forth in the applicable Client’s Governing Documents, Clients have no assurance as to the degree of diversification of investments, either by geographic region, industry or transaction type. Political Uncertainty Risk. US markets, as well as non-US markets in which Clients may invest in the future or to which Clients or borrowers are exposed, may experience political uncertainty and/or change that subjects investments to heightened risks. These heightened risks may include: greater fluctuations in currency exchange rates; increased risk of default (by both government and private issuers); greater social, economic, and political instability (including the risk of war or terrorist activity); greater governmental involvement in the economy; less governmental supervision and regulation of the securities markets and market participants; controls or restrictions on foreign investment, capital controls and limitations on repatriation of invested capital and on the ability to exchange currencies; inability to purchase and sell investments or otherwise settle security or derivative transactions (i.e., a market freeze); unavailability of currency hedging techniques; and slower clearance. During times of political uncertainty the global securities, derivatives and currency markets often become more volatile. There also may be a lower level of monitoring and regulation of markets while a country is experiencing political uncertainty, and the activities of investors in such markets and enforcement of existing regulations may become more limited. Markets experiencing political uncertainty may have substantial, and in some periods extremely high, rates of inflation for many years. Inflation and rapid fluctuations in inflation rates may have negative effects on such countries’ economies and securities markets. There can be no assurance that political changes will not cause a Client to suffer a loss of any or all of its investments or interest thereon.

Portfolio Turnover Risk. High portfolio turnover involves correspondingly greater expenses to the Client, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and reinvestments in other securities, which may result in adverse tax consequences to the Client’s shareholders. Prepayment Risk. Prepayment risk occurs when a debt security can be repaid in whole or in part prior to the security’s maturity and the Client must reinvest the proceeds it receives, during periods of declining interest rates, in securities that pay a lower rate of interest. Also, if a security has been purchased at a premium, the value of the premium would be lost in the event of prepayment. Prepayments generally increase when interest rates fall.

Private Companies - Diversification Risk. If a Fund is classified as a non-diversified investment company within the meaning of the Investment Company Act, it will not be limited by the Investment Company Act with respect to the proportion of assets that may be invested in securities of a single issuer, excluding limitations on investments in other investment companies. The risks of classifying a Fund as a non-diversified investment may be intensified because it may invest in a limited number of portfolio companies. To the extent that the Fund assumes large positions in the securities of a small number of issuers or industries, its value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer or industry. A Fund classified as a non-diversified investment company may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. In addition, the aggregate returns realized may be significantly adversely affected if a small number of investments perform poorly or default. Additionally, a downturn in any particular industry in which the Fund is invested could significantly affect its aggregate returns. In addition, Funds may incur bid, legal, due diligence and other costs on investments which may not be successful. Ratings Agencies Risk. The ratings of any security may not adequately reflect the credit risk of those assets due to their structure. Ratings agencies may fail to make timely changes in credit ratings and an issuer’s current financial condition may be better or worse than a rating indicates. In addition, ratings agencies are subject to an inherent conflict of interest, because they are often compensated by the same issuers whose securities they grade. Redemption Risk. A Client or investor seeking redemptions may experience periods of heavy redemptions in the market that could cause the Firm to sell assets at inopportune times or at a loss or depressed value. Redemption risk is heightened during periods of declining or illiquid markets. Heavy redemptions could hurt performance. A general rise in interest rates, perhaps because of changing government policies, has the potential to cause investors to move out of debt securities on a large scale, which may increase redemptions from investors that hold large amounts of debt securities. Such a move, coupled with a reduction in the ability or willingness of dealers and other institutional investors to buy or hold debt securities, may result in decreased liquidity and increased volatility in the debt markets. Additionally, for investors in Funds, the redemption of one investor, especially a large redemption, may impact the performance of a Fund for investors who do not redeem. Risk of Investment in REITS. REITs are exposed to the risks specific to the real estate market as well as the risks that relate specifically to the way in which REITs are organized and operated. REITs receive principal and interest payments from the owners of the mortgaged properties. Accordingly, REITs are subject to the credit risk of the borrowers. Credit risk refers to the possibility that the borrower will be unable and/or unwilling to make timely interest payments and/or repay the principal on the loan to a REIT when due. Unexpected high rates of default on the mortgages held by a mortgage pool may adversely affect the value of a mortgage-backed security and could result in losses to a REIT. The risk of such defaults is generally higher in the case of mortgage pools that include subprime mortgages. To the extent that a REIT’s portfolio is exposed to lower-rated, unsecured or subordinated instruments, the risk of loss may increase, which may have a negative impact on the Clients’ accounts. REITs also are subject to the risk that the value of mortgaged properties may be less than the amounts owed on the properties. If a REIT is required to foreclose on a borrower, the amount recovered in connection with the foreclosure may be less than the amount owed to the REIT. REITs typically use leverage and many are highly leveraged, which exposes them to leverage risk and the risks generally associated with debt financing. Leverage risk refers to the risk that leverage created from borrowing may impair a REIT’s liquidity, cause it to liquidate positions at an unfavorable time and increase the volatility of the values of securities issued by the REIT. During periods of adverse market conditions, downturns in the economy or deterioration in the conditions of the REIT’s assets, the use of leverage may cause a REIT to lose more money that would have been the case if leverage was not used. REITs are subject to special U.S. federal tax requirements. A REIT’s failure to comply with these requirements may negatively affect its performance. REITs are generally not diversified and may be subject to heavy cash flow dependency, default by borrowers and self-liquidation.

Restricted Securities Risk. Certain Clients may invest in restricted securities, which are securities that may not be listed on an exchange and may have no active trading market. Restricted securities may be illiquid and may be unable to be sold at a time when it may otherwise be desirable to do so or may be able to be sold only at prices that are less than what may be regarded as their fair market value. Transaction costs may be higher for restricted securities. In addition, the Firm and/or the Client may get only limited information about the issuer of a restricted security; accordingly, the valuation of restricted securities may be difficult. US Government Securities Risk. Although certain strategies may hold securities that carry US government guarantees, not all securities issued by the US government and its agencies and instrumentalities are backed by the full faith and credit of the US Treasury. Short Selling Risk. Certain strategies may sell securities short. If a security sold short increases in price, the strategy may have to cover its short position at a higher price than the short sale price, resulting in a loss. A strategy may have substantial short positions and must borrow those securities to make delivery to the buyer. The strategy may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may have to sell related long positions before it had intended to do so. Thus, the strategy may not be able to successfully implement short sales due to limited availability of desired securities or for other reasons. Unlike long positions, short positions create the potential for unlimited downside. please register to get more info

Not Applicable.
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a) Registered Broker-Dealer or Registered Representative Muzinich has a 100% interest in and wholly owns Muzinich Capital LLC (“Muzinich Capital”), a FINRA registered broker-dealer authorized to engage in the business of private placement transactions and market mutual funds. Muzinich Capital may in the future act as a placement agent for private funds for which Muzinich acts as investment manager, but does not currently do so. Certain related persons of the Firm are registered representatives of Muzinich Capital. The Firm does not place any Client trades through Muzinich Capital.

b) Business Relationships with Certain Related Persons
• Muzinich is the parent company of Muzinich & Co. Limited, a United Kingdom- based Investment Manager (the “Investment Manager”). The Investment Manager may act as a sub-investment manager for certain Client accounts, and the Firm acts as a sub-adviser for certain of the Investment Manager’s client accounts. In addition, the Investment Manager is a “participating affiliate” of Muzinich, pursuant to a Memorandum of Understanding between Muzinich and the Investment Manager (the “MOU”) consistent with relevant SEC Staff guidance and, under the MOU, certain personnel of the Investment Manager are associated persons of Muzinich and may make and implement investment decisions for certain Clients. The Firm and the Investment Manager may also discuss investment related matters and such discussions may impact decisions made by the Firm and the Investment Manager for their respective clients. Muzinich supervises such associated persons with respect to advice provided to Muzinich’s US clients.


• The Investment Manager is authorized and regulated in the UK by the Financial Conduct Authority. The Investment Manager has four regulated branch offices in Paris, France; Frankfurt, Germany; Milan, Italy; and Madrid, Spain, and one extended place of business in Manchester, United Kingdom. The Investment Manager also has wholly owned subsidiaries in Ireland (Muzinich & Co. (Dublin) Limited) which is regulated by the Central Bank of Ireland, Switzerland (Muzinich & Co. (Switzerland) AG) which is regulated by the Swiss Financial Market Supervisory Authority, Singapore (Muzinich & Co. (Singapore) Pte. Limited) which is regulated by the Monetary Authority of Singapore and Italy (Springrowth SGR S.p.A.) which is regulated by the Bank of Italy. The Investment Manager and Muzinich may share other resources, including research.


• The Investment Manager wholly owns two Luxembourg entities both of which serve as general partner to one or more investment funds: Muzinich European Private Debt, S.à r.l. and Muzinich Pan-European Private Debt General Partner, S.à r.l.
• Muzinich is the parent company of Muzinich & Co. (Ireland) Limited (the “Ireland Management Company”), a fund management company that is domiciled in Ireland and is regulated by the Central Bank of Ireland. The Firm serves as investment manager or sub- investment manager for Funds for which the Ireland Management Company is the manager.
• Muzinich is the investment adviser or investment sub-adviser to mutual funds registered under the Investment Company Act.
• Related persons of Muzinich may have a substantial interest in some of the Funds for which Muzinich is investment manager. Conflicts may arise as to the allocation of investment opportunities among these Funds and its other Clients.
• Muzinich owns a 90% interest in Crosswater Realty Advisors LLC (“Crosswater”), which offers independent strategy and manager evaluation, asset workout and commingled fund/partnership restructuring assistance to institutional owners of underperforming real estate investments. Muzinich and Crosswater operate independently of each other and have no business relationship other than Muzinich’s ownership interest. Muzinich has policies and procedures in place reasonably designed to assure that Clients are treated fairly and equitably over time and that no Client account receives preferential treatment in the allocation of investment opportunities. See “Item 6 - Performance-Based Fees and Side-by- Side Management,” above, and “Item 12 – Brokerage Practices; Aggregation and Allocation of Trades,” below. please register to get more info

TRANSACTIONS AND PERSONAL TRADING
a) Code of Ethics The Firm has adopted a Code of Ethics (the “Code”) which is designed to set forth the general fiduciary principles governing employees, require compliance with the federal securities laws, and assist employees in detecting and managing conflicts of interest. It also describes policies on personal trading by Firm employees, Insider Trading, Gifts and Corporate Entertainment, Anti- Bribery and Corruption, Outside Activities. Conflicts of Interest and Political Contributions and Political Activities.

Muzinich permits its employees to engage in personal securities transactions. These transactions raise potential conflicts of interest, including when they involve securities owned or considered for purchase or sale by or on behalf of a Client account. Potential conflicts of interest may arise in connection with, for example, an employee’s knowledge and timing of transactions, investment opportunities, broker selection, portfolio holdings and investments. Muzinich manages these potential conflicts by requiring that any transaction be made in compliance with its Code.

The Code imposes specific requirements concerning employees’ personal security investments, including but not limited to:


• Quarterly, employees must report personal securities transactions in Covered Securities, which excludes certain securities such as US government securities and open-end mutual funds (other than mutual funds managed by the Firm);
• Employees must report all holdings annually;
• Employees may not trade for their personal accounts while in possession of material, non-public information;
• Employees may not trade for their personal accounts in securities which are either restricted or in which their investment may result in a conflict of interest; and
• Employees must receive prior approval from the Chief Compliance Officer or his or her delegate prior to purchasing a security in an initial public offering or a private offering.
• With certain exceptions for circumstances where the Firm believes the possibility of a conflict is remote, employees must receive prior approval from the Chief Compliance Officer or his or her delegate prior to engaging in a transaction in a Covered Security.

All Clients and prospective Clients may obtain a copy of the Firm’s Code of Ethics by writing or calling the Firm as follows: Muzinich & Co., Inc. Attn: Chief Compliance Officer 450 Park Avenue New York, NY 10022 (212) 888-3413 b) Participation or Interests in Client Transactions; Investment in Securities Recommended to Clients Muzinich may, from time to time, recommend a security in which Muzinich and/or one of its affiliates, directly or indirectly, has an interest. For instance, it may be expected that one or more of the Clients may invest capital in another of Muzinich’s Clients or its affiliate’s Clients. In addition, the principal owner of Muzinich and/or Muzinich employees may have invested directly or indirectly its own capital in certain Funds. This may represent a conflict of interest for Muzinich, because the Firm may be incentivized to recommend securities to such Funds over other Clients. Muzinich seeks to manage these conflicts by allocating investment opportunities among accounts in a manner that Muzinich determines fair and equitable under the circumstances and in accordance with its policies and procedures regarding trade allocations. “Item 12 – Brokerage Practices; Aggregation and Allocation of Trades” for further information.

A principal transaction occurs when an investment adviser, acting for its own account (or the account of an affiliate) buys a security from, or sells a security to, a Client. Muzinich does not presently intend to engage and has not engaged in the most recent fiscal year in principal transactions. Principal transactions may pose the potential for conflicts of interest between Muzinich and its Client. In the rare occasion where a principal transaction appears appropriate and in the best interest of the Client, it may be transacted only with written (i) disclosure to the Client and (ii) permission from the Client prior to settlement. Additionally, Clients may have different procedures with respect to completing principal transactions, as set forth in the relevant Client’s Governing Documents. Additionally, Muzinich’s use of principal transactions may be limited for certain Client accounts such as Client accounts that are registered under the Investment Company Act or ERISA.

Muzinich, its employees and its affiliates may invest in issuers that they also recommend to Clients. However, Muzinich, its employees and affiliates may not trade for their personal accounts in securities which are either restricted or in which their investment may result in a conflict of interest. They also may give advice and take action with respect to Client accounts they manage, or for their own accounts, that may differ from action taken, or the time or nature of the action taken, by the Firm or its affiliates on behalf of other Client accounts. Muzinich is not obligated to recommend, buy or sell, or to refrain from recommending, buying or selling any security that Muzinich or its affiliates or their respective employees may buy or sell for their own accounts or for the accounts of any other Client.

Additionally, in certain circumstances, such as when it makes investments in certain leveraged loans on behalf of certain Client accounts, the Firm may come into possession of material non- public information about an issuer. In these instances, Muzinich typically adds the issuer (if it has public securities) to its restricted list and would be prohibited from purchasing or selling public securities of such issuer for a Client while the issuer remains on the Firm’s restricted list. In these circumstances, Muzinich has no responsibility or liability to the Client for not disclosing the information to the Client (or the fact that Muzinich possesses such information), or not using such information for the Client’s benefit, as a result of following its policies and procedures or applicable law. Muzinich may take positions in securities for the accounts of certain Clients that it concludes are inappropriate for other of its Clients. For instance, Muzinich may take short positions in the securities of certain issuers for the account of a Client at the same time that other Client accounts hold or acquire the securities and/or syndicated loans of such issuers. Moreover, Muzinich is not precluded from investing on a Client’s behalf in securities of a company held in some of its Client accounts in which other of its Clients have senior or subordinated rights relative to the other, or vice versa. As a result of the foregoing, Muzinich may have conflicts of interest because one Client’s interest in, and rights with respect to, the portfolio company may differ from another’s, particularly when an issuer experiences financial distress. Although the majority of trades made for Clients are executed through the open market, when Muzinich believes, on a limited case-by-case basis, it is in the best interest of all Clients involved, it may engage in “cross trading” – a transaction where one or more Clients purchases securities from one or more other Clients. In such circumstances, and where consistent with Muzinich’s duty to seek best execution, the Firm may select an unaffiliated third party broker-dealer to facilitate the cross trade, but Muzinich will receive no transaction‐based compensation from the transaction. Where a Fund registered under the Investment Company Act is involved, the transaction will be executed in accordance with the provisions of Rule 17a‐7 under that Act. In other cases, the transaction will be executed in a manner, and at a price, that Muzinich believes to be fair for all involved Clients. The Firm has adopted procedures to seek the fair treatment of Clients in cross trades, including procedures that prohibit Funds in which Muzinich or its employees hold more than a 25% interest, from participating in cross trades. However, it is Muzinich’s policy not to conduct cross trades for its ERISA Clients.

Muzinich, its affiliates, its employees, and employees of its affiliates may own shares or units of Funds for which Muzinich or its affiliates act as investment manager or in some other capacity. Therefore, a potential conflict of interest exists when allocating trades, correcting errors, engaging in cross transactions or otherwise making investment decisions on behalf of these Funds. These potential conflicts are greater when purchasing securities that are limited in supply or selling securities that have limited liquidity. However, these Funds are considered Clients and are treated in the same fashion as other Clients of the Firm and are subject to Muzinich’s policies and procedures, including those described in this Item 11 and in Item 12 below.

c) Other Conflicts of Interest – Material Non-Public Information/Insider Trading From time to time, the Firm or its personnel may obtain material non-public information about an issuer of securities. The Firm has implemented policies and procedures that are reasonably designed to prevent the misuse by the Firm and its personnel of material non-public information about the Firm’s securities recommendations and clients’ securities holdings and transactions (the “Insider Trading Policy”). The Insider Trading Policy is designed to comply with the requirements of the Advisers Act and other federal securities laws. The Insider Trading Policy requires that all Muzinich employees abide by the following guidelines:
• Except as expressly advised by Muzinich’s compliance department, an employee may not buy or sell (or recommend, advise or solicit the purchase or sale), for any account (personal or client), a security (or derivative) of any company about which the employee possesses material non-public information.
• All employees are required to safeguard the confidentiality of any non-public information that may be in their possession and to ensure that such information is not used improperly or in a manner inconsistent with the specific purpose for which it was created or obtained and to avoid situations that might create an appearance of such misuse.
• An employee must notify the Muzinich compliance department immediately if he or she believes that he or she has obtained any material non-public information about any company. Employees should not disclose such information to any other person without obtaining permission from the Muzinich compliance department.
• If there is any doubt as to whether information an employee possesses is material or non- public, the affected employee should conduct him/herself as though it were and contact the Muzinich compliance department for further guidance. Where Muzinich is in possession of material non-public information about an issuer, it may be unable to purchase or sell securities of that issuer, even if it would be otherwise advisable to do so. This may prevent clients from capitalizing on investment opportunities or mitigating losses.

Muzinich’s policies allow for the purchase and sale of certain loan interests while in possession of material non-public information, where Muzinich is on the “private side” of the transaction. please register to get more info

a) Selection of Broker-Dealers In placing orders for purchase and sale of securities and selecting broker-dealers to effect transactions, Muzinich seeks prompt execution of orders at the most favorable prices reasonably obtainable under the circumstances and in doing so will consider a number of factors, including, without limitation, the overall direct net economic result to the client, the financial strength, reputation and stability of the broker-dealer, the efficiency with which the transaction is effected, the ability to effect the transaction where a large block is involved, the settlement capabilities of the broker-dealer and the willingness of the broker-dealer to stand ready to execute possibly difficult transactions in the future. After giving account to all of these considerations, the Firm may cause an account to pay commissions or spreads which may not be the lowest available, but which ordinarily will not be higher than the generally prevailing competitive range. It should be noted however, Muzinich only trades through broker-dealers which have been approved by the Firm after conducting due diligence. Additionally, Muzinich’s selection of a broker-dealer may be limited for certain accounts due to legal restrictions such as ERISA.

b) Soft-Dollar Arrangements Muzinich may receive proprietary, over the transom, research from broker-dealers through which it executes transactions. However, as a matter of policy, Muzinich does not have in place any “soft dollar” arrangements, and Muzinich will not pay higher commission or mark-up prices or direct trades to a particular broker-dealer in order to receive specific research or other services. Muzinich does not enter into soft dollar arrangements for Clients with Plan Assets, as defined under ERISA. Nevertheless, the desire to receive research may influence Muzinich’s brokerage decisions and the receipt of over-the-transom research from brokers benefits Muzinich in that it is not required to purchase or develop such research itself.

c) Brokerage for Client Referrals Muzinich does not consider, in selecting or recommending a broker dealer, whether the Firm or a related person receives client referrals from that broker-dealer. However, Muzinich may engage brokers who invest, or who have affiliates who invest, in Muzinich funds or which are Muzinich clients.

d) Directed Brokerage Typically, the Firm does not accept clients who require it to execute transactions through a specific broker-dealer. Clients may however provide an approved list of broker-dealers for their account. The Firm will use such broker-dealers subject to its determination that the use of those broker- dealers is consistent with its duty to seek best execution of Client transactions. However, to the extent that the Firm places an aggregated order through a broker-dealer that is not on a Client’s approved list but which the Firm believes will provide best execution for the order, the Client would not participate in that order and the Firm would have to place the order for the Client through one of the Client’s approved broker-dealers. As a result, the Client might pay a higher price or receive a lower price for the same security than those Clients who participated in the aggregated order. Thus, restricting the broker-dealers that the Firm may use to effect transactions may adversely impact performance. e) Aggregation and Allocation of Trades Muzinich is committed to transacting in assets in a manner that is consistent with the investment objectives of each Client, and to allocating investment opportunities (including purchase and sale opportunities) among its Clients in a fair and equitable manner over time. If Muzinich is presented with an investment opportunity that falls within the investment objectives of more than one Client, Muzinich will allocate the opportunity among one or more of such Clients in a manner that Muzinich deems to be fair and equitable over time, taking into consideration such factors as: (i) investment guidelines and restrictions; (ii) investment horizons; (iii) current portfolio holdings and weightings; (iv) cash availability; (v) risk levels; (vi) liquidity requirements; (vii) tax considerations; (viii) legal and/or regulatory considerations; and (ix) other criteria Muzinich deems relevant (the nature and extent of the differences will vary from Client to Client). Muzinich will typically allocate bond transactions to Client accounts in round lots and minimum increments as imposed by (i) Muzinich based on the market in which the assets are traded, and/or (ii) the issuers. When orders to purchase or sell the same assets on identical terms are placed on behalf of more than one Client account managed by Muzinich or its affiliates on a single day through the same broker/dealer, they are typically averaged as to price and allocated as to amount in accordance with the original order placed for each Client account. Such orders are combined when possible to facilitate best execution by reducing overall transaction costs; however, Muzinich may choose not to aggregate where it believes appropriate. In cases where only part of an order is filled, assets are generally allocated to accounts on a pro-rata basis to the original order placed for each Client account on any given day. Reasons for allocating asset transactions on a basis different from pro rata include without limitation: (i) to avoid odd-lot sizes, (ii) to meet Muzinich and/or issuer’s minimum trade lot sizes, (iii) to reach target fills in a market efficient manner (iv) the need for, or availability of, cash to complete the transaction; (v) whether the transaction would result in a meaningful position for the client's account; and (vi) the availability of an alternative investment in the same asset or industry.

New Issues and Other Limited Opportunities Muzinich may invest Client assets in new issues. New issues frequently are in great demand and available only in limited quantities. Moreover, new issues can trade at a premium or discount shortly after issuance. Because these factors subject new issues to potential abuse, Muzinich seeks to ensure that new issues are allocated in a fair and equitable manner over time. Each portfolio manager determines whether to participate in a new issue for some or all of his or her Client accounts taking into consideration factors including those outlined above.

Many Muzinich investment strategies are relative-value oriented and longer-term in nature. When considering whether to invest in a new issue, the portfolio manager may take into account additional factors, including but not limited to, weighing the investment proposition against the potential for gain from the existing holdings in the strategy and the other costs associated with the transactions, including transaction implementation costs related to selling positions to pay for the new issue. Some Clients have the goal, as a part of their strategy, to capture the short-term opportunities that Muzinich perceives may exist for certain new issues, where the Firm would not choose to hold such assets for accounts which only have longer-term investment strategies. Since new issues may trade at a premium over the new issue price shortly after their issuance, those Client’s may be able to quickly sell new issues and may therefore significantly benefit from such investments, should they be profitable, while other Clients due to their longer-term investment horizons may not be able to benefit. Because orders for new issues are often only partially filled, accounts participating in the original order may receive only a portion of the amount requested or may not receive any allocation at all. In these cases, Muzinich follows the aggregation and allocation policies described above. See also “Item 8(b) – Risks of Investment Strategies.” Loans In certain circumstances, loan transactions may be allocated in a manner different than that described above. In particular, if portfolio managers seek to purchase for Client accounts a particular loan that is being issued to replace or refinance an existing loan and some Client accounts already own the existing loan, the accounts that own the existing loan may receive priority with respect to the new loans, up to the amount of their current holdings. This means that other Client accounts may not have the opportunity to purchase the loan in question if the accounts that already hold loans of that issuer absorb the available supply.

In the case of a partial fill, Muzinich may consider additional factors when allocating loan transactions to Client accounts, including but not limited to: (i) transfer fees paid on a Client basis; and (ii) whether the transaction would result in a meaningful position for the client's account.








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a) Client Account Reviews Muzinich portfolio managers review Client portfolios on a periodic basis in light of Client objectives and guidelines and in response to market events and the Firm’s general policies and strategies. In addition, the portfolio managers meet regularly to consider economic, market and general investment matters not related to specific Client accounts. No single Client account is the sole responsibility of any one portfolio manager. Members of the Firm’s Portfolio Risk Analytics Committee review portfolios at least monthly to monitor performance consistency among Clients with similar objectives.

In addition, the Firm has tools at its disposal to assess and monitor overall compliance of Client accounts with their stated investment objectives. For example, Muzinich employs a third party compliance system that has automated controls to help review investment transactions to confirm they are made in accordance with Client investment mandates. Muzinich has also developed reports from its portfolio accounting system to assist in performing next day reviews.

b) Client Reports Holders of Separate Accounts and investors in Funds typically receive written monthly or quarterly reports. These reports provide information on account size or account balances, monthly performance, market commentary, portfolio composition, values and other information designed to provide an assessment of the relevant portfolios. Investors in private funds additionally receive annual audited financials and quarterly unaudited financials.

Investors in registered investment companies or their foreign equivalents receive reporting and documentation as required of publicly marketed funds in the jurisdictions in which they operate.



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The Firm may compensate third parties for client referrals. Before making payments for any client referral, the Firm requires each such third party to enter into a written referral agreement. Third party referrers are required to disclose to potential clients the relationship between the referrer and Muzinich. Potential clients are required to acknowledge they have been informed of the referral arrangement, including the type and amount of compensation, prior to Muzinich accepting the client’s account. Referral fees are generally a percentage of the annual management fees, incentive allocation, or a combination thereof, earned by the Firm on referred accounts, but may also include a retainer payment. The referral fees do not result in additional expenses to the referred client.

Muzinich currently has one third party referral arrangement and may enter into others in the future. Under the terms of the current arrangements, which have been entered into consistent with the requirements of Rule 206(4)-3 under the Advisers Act, Muzinich pays the third party solicitors an amount equal to a percentage of fees actually received from clients referred by the solicitors, net of any charges payable on such fees. Muzinich may also receive referrals from its affiliates, however, Muzinich does not compensate affiliates for such referrals. please register to get more info

Muzinich does not have custody, or the authority to obtain possession, of securities or other assets for its Clients. Clients receive account statements directly from their administrator or custodian and should carefully review those statements. In addition, Clients also generally receive account statements directly from the Firm and are encouraged to compare the Firm’s accounts statements to those received from their administrator or custodian. There may be differences in market values between the Firm’s account statements and the administrator or custodian’s account statement for various reasons. For example, the Firm and the Client’s administrator or custodian may use different pricing sources to value securities held in their portfolio. Other differences may result from different dates being used to value securities (such as on a trade date versus settlement date basis) or may be due to the administrator or custodian’s policies for handling certain assets or changes in the values of certain assets. To the extent Clients identify such a discrepancy, they may contact the Firm for an explanation. please register to get more info

Subject to each Client’s established guidelines, limitations or restrictions, Muzinich generally has the authority to determine for each Client: (a) which securities are to be bought or sold; (b) the total amount of securities to be bought or sold; (c) through which broker-dealers those securities are to be bought or sold; and (d) the commission rates or spreads to be paid for each transaction. Authority is typically granted in an investment management agreement signed by the Client and the Firm. For Separate Accounts, limitations and restrictions are included in the investment management agreement. For Funds, limitations and restrictions are typically included in the Fund’s Governing Documents. please register to get more info

a) Firm Proxy Voting Authority From time to time companies in which the Firm invests may submit certain matters to a vote of its security holders. The right to vote is usually exercised through a document called a proxy where the security holder enters its vote. The Firm has adopted Proxy Voting Policies and Procedures pursuant to Rule 206(4)-6 of the Advisers Act designed to confirm that proxies are voted prudently and solely in the best interest of its Clients. In the event that a conflict of interest exists between management’s recommendation and the Firm or its Clients, the Firm will vote in the manner which in its judgment and sole discretion is in the best interest of its Clients.

As the investments held by, and actions taken with respect to, different clients will depend on the particular interests of those Clients (which may not be aligned, particularly where Clients hold different, or overlapping but not identical, investments in an issuer), decisions made by Muzinich for one Client may differ in some cases from those made for other clients. Actions taken for one Client in that Client’s interest could adversely impact other clients.

In cases where an issuer in which multiple Clients hold interests acquired at different points in time or in different positions within the issuer’s capital structure experiences financial distress, there is a potential for conflicts of interest (including, for example, conflicts over proposed waivers and amendments to debt covenants). When called upon to take action with respect to an investment (e.g., to sell, to vote, or to exercise a right or remedy) a Client’s overall holdings, and related rights, may be such that it is in the client’s best interest to take action (or refrain from taking action) in a manner that would be contrary to the interest of a person holding only the particular class of interest on which the right is conferred. In these circumstances, clients that have invested in some, but not all, of the relevant classes of interests of the issuer held may be disadvantaged.

When considering whether to pursue a particular course of action, including asserting available claims or remedies, factors that may be considered include the costs of pursuing the course of action (or alternative courses of action) and the likelihood of a favorable outcome. As a result, not every potential claim or course of action will be pursued and it will not always be the case that conflicts will be able to be resolved in the best interest of any particular client nor can there be any assurance that actual or potential conflicts of interest can be resolved such that the ultimate terms of an investment (or an amendment to such terms) will be as favorable as they would be in the absence of such conflicts.

The Firm does not direct Client’s participation in class actions unless outlined in the Governing Documents. Clients may request a copy of Muzinich’s Proxy Voting Policy and a record of its proxy votes with respect to the Client’s securities by writing or calling the Firm as follows: Muzinich & Co., Inc. Attn: Chief Compliance Officer 450 Park Avenue New York, NY 10022 (212) 888-3413 b) Client Proxy Voting Authority Clients who do not grant Muzinich discretion to vote proxies on their behalf are responsible for voting their own proxies and, if they desire to do so, must arrange to receive proxy materials from the relevant custodians or transfer agents. please register to get more info

This item requires disclosure of any financial condition that is reasonably likely to impair Muzinich’s ability to meet contractual commitments to Clients. Currently, there is no financial condition that is reasonably likely to impair the Firm’s ability to meet contractual commitments to Clients. please register to get more info