3. Related Party Transactions

Investment Advisory Agreement

On September 14, 2023, the Company entered into an investment advisory agreement (the “Investment Advisory Agreement”) with the Adviser, pursuant to which the Adviser manages the Company’s investment program and related activities. The advisory fees consist of a management fee and an incentive fee. The costs of both the management fee and the incentive fee are ultimately borne by the Company’s stockholders.

Management Fee

Pursuant to the Investment Advisory Agreement, the Adviser accrues, on a quarterly basis in arrears, a management fee (the “Management Fee”) at an annual rate of 1.25% of the value of the Company’s net assets as of the beginning of the first calendar day of the applicable quarter. Such amount shall be appropriately adjusted (based on the number of days actually elapsed relative to the total number of days in such calendar quarter) for any share issuances or repurchases by the Company during a calendar quarter. The Management Fee for any partial quarter shall be appropriately pro-rated (based on the number of days actually elapsed relative to the total number of days in such quarter). “Net assets” for purposes of calculating the Management Fee means the Company’s total assets less liabilities determined on a consolidated basis in accordance with U.S. GAAP.

Pursuant to a fee waiver letter (the “Fee Waiver Letter”), on December 26, 2025, the Adviser voluntarily agreed to reduce its Management Fee payable from the annual rate of 1.25% of the value of the Company’s net assets to an annual rate of 0.95% of the value of the Company’s net assets for the fiscal quarters ended December 31, 2025 and March 31, 2026.

On May 1, 2026, pursuant to a new fee waiver letter (the “New Fee Waiver Letter”), the Adviser voluntarily agreed to extend the terms of the existing Fee Waiver Letter for the fiscal quarters ended June 30, 2026 and September 30, 2026. Accordingly, the Management Fee payable to the Adviser under the Investment Advisory Agreement for such quarters will remain at an annual rate of 0.95% of the value of the Company’s net assets, reduced from an annual rate of 1.25% of the value of the Company’s net assets as provided in the Investment Advisory Agreement. The Company will recommence paying the Adviser a Management Fee that complies with the existing terms of the Investment Advisory Agreement on October 1, 2026 unless the Adviser, in its sole discretion, decides to extend the term of the New Fee Waiver Letter.

For the three and six months ended June 30, 2026 and 2025, the Company incurred Management Fees of $301,905, $598,863, $299,702 and $584,463, respectively. During those periods, the Adviser voluntarily waived $72,457, $143,727, $0, and $0, respectively, of such Management Fees.

Incentive Fee

Pursuant to the Investment Advisory Agreement, the Company incurs an incentive fee (the “Incentive Fee”) payable to the Adviser.

The Incentive Fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on a percentage of the Company’s income and a portion is based on a percentage of the Company’s capital gains, each as described below.

Incentive Fee Based on Income

The portion of the Incentive Fee based on the Company’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Company’s net assets at the end of the immediately preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued for the quarter (including the Management Fee, fees and expenses payable under the Company’s administration agreement with U.S. Bancorp Fund Services, LLC (“U.S. Bank,” and in such capacity, the “Administrator”) (the “Administration Agreement”), and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the Incentive Fee).

Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero-coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding quarter, is compared to a “hurdle rate” of return of 1.75% per quarter.

The Company will pay the Adviser an Incentive Fee quarterly in arrears with respect to the Company’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

For the three and six months ended June 30, 2026 and 2025, the Company recorded Incentive Fees based on income in the amounts of $0, $0, $0 and $0, respectively.

Incentive Fee Based on Capital Gains

The second component of the Incentive Fee, the Incentive Fee based on capital gains, is payable at the end of each calendar year in arrears. The amount payable equals:

Each year, the fee paid for the Incentive Fee based on capital gains is net of the aggregate amount of any previously paid Incentive Fee based on capital gains for all prior periods. The Company will accrue, but will not pay, an Incentive Fee based on capital gains with respect to unrealized appreciation because an Incentive Fee based on capital gains would be owed to the Adviser if the Company were to sell the relevant investment and realize a capital gain.

For the three and six months ended June 30, 2026 and 2025, the Company recorded Incentive Fees based on capital gains in the amounts of $10,781, $10,781, $47,955 and $78,645, respectively. The capital gains incentive fee is calculated on a cumulative basis and may fluctuate from period to period based on changes in realized and unrealized gains and losses.

If the Investment Advisory Agreement is terminated prior to the termination of the Company (other than an instance in which the Adviser voluntarily terminates the agreement), the Company will pay to the Adviser an Incentive Fee payment in connection with such termination (the “Termination Incentive Fee Payment”). The Termination Incentive Fee Payment will be calculated as of the date the Investment Advisory Agreement is terminated and will equal the amount of Incentive Fee that would be payable to the Adviser if (a) all investments were liquidated for their then-current value (but without taking into account any unrealized appreciation of any investment), and any unamortized deferred investment-related fees would be deemed accelerated, (b) the proceeds from such liquidation were used to pay all the Company’s outstanding liabilities, and (c) the remainder were distributed to stockholders and paid as an Incentive Fee in accordance with the incentive fee calculation methodology, subject to the limitations set forth in Section 205(b)(3) of the Advisers Act. The Company will make the Termination Incentive Fee Payment in cash on or immediately following the date the Investment Advisory Agreement is so terminated.

The Investment Advisory Agreement was approved for an initial two-year term on September 14, 2023, was most recently renewed for a successive one-year period on July 14, 2026, and will remain in full force and effect for successive one-year periods thereafter, but only so long as such continuance is specifically approved at least annually by (a) the vote of a majority of the members of the Board who are not “interested persons,” as defined in Section 2(a)(19) of the 1940 Act, of the Company (the “Independent Directors”) and in accordance with the requirements of the 1940 Act, and (b) by a vote of (1) a majority of the Board or (2) a majority of the Company’s outstanding voting securities. The Investment Advisory Agreement may, on 60 days’ written notice to the other party, be terminated in its entirety at any time without the payment of any penalty, by the Company (following determination by the Board or by vote of a majority of the Company’s outstanding voting securities), or by the Adviser. The Investment Advisory Agreement shall automatically terminate in the event of its assignment.

Administration Agreement and Fund Accounting Agreement

The Company has entered into the Administration Agreement with the Administrator, pursuant to which the Administrator provides administrative and recordkeeping services necessary for the Company to operate. In addition, the Company has entered into a fund accounting servicing agreement (the “Fund Accounting Agreement”) with U.S. Bank, pursuant to which U.S. Bank provides accounting services with respect to the Company. The Company reimburses U.S. Bank for all reasonable costs and expenses incurred by U.S. Bank in providing these services, as provided by the Administration Agreement and Fund Accounting Agreement, respectively. For the three and six months ended June 30, 2026 and 2025, the Company incurred fees of $37,860, $75,720, $0 and $0, respectively, payable under the Administration Agreement in professional fees. For the three and six months ended June 30, 2026 and 2025, the Company incurred fees of $25,240, $50,480, $0 and $0, respectively, payable under the Fund Accounting Agreement in professional fees.

Placement Agent Agreement

The Company has entered into a placement agent agreement (the “Placement Agent Agreement”) with Muzinich Capital LLC (the “Placement Agent”), pursuant to which the Placement Agent provides certain services in connection with the Private Offerings. The Placement Agent is an affiliate of the Adviser. The Company pays all expenses associated with the offering of shares of Common Stock incurred by the Placement Agent as set forth in the Placement Agent Agreement. For the three and six months ended June 30, 2026 and 2025, the Company incurred fees of $0, $0, $0 and $0, respectively, payable under the Placement Agent Agreement.

Resource Sharing Agreement

The Adviser has entered into a resource sharing agreement (the “Resource Sharing Agreement”) with Muzinich & Co., pursuant to which Muzinich & Co. makes certain personnel and resources available to the Adviser so as to enable the Adviser to provide investment advisory services to the Company under the Investment Advisory Agreement. Through the Resource Sharing Agreement, the Adviser draws on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring, and operational experience of Muzinich & Co.’s investment professionals. The Resource Sharing Agreement may be terminated by either party on 60 days’ notice, which, if terminated, may have a material adverse effect on the Company’s operations.

Indemnifications

The Investment Advisory Agreement provides that the Adviser and its officers, managers, partners, agents, employees, controlling persons and members, and any other person or entity affiliated with it, are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Adviser’s and its affiliates’ services under the Investment Advisory Agreement. However, the Company’s obligation to provide indemnification under the Investment Advisory Agreement is limited by the 1940 Act and 1940 Act Release No. 11330, which, among other things, prohibit the Company from indemnifying any director, officer or other individual from any liability resulting directly from the willful misconduct, bad faith, gross negligence in the performance of duties or reckless disregard of applicable obligations and duties of the directors, officers or other individuals, and require the Company to set forth reasonable and fair means for determining whether indemnification shall be made.

The Company has also entered into indemnification agreements with its directors. The indemnification agreements are intended to provide the Company’s directors with the maximum indemnification permitted under Delaware law and the 1940 Act. Each indemnification agreement provides that the Company shall indemnify the director who is a party to the agreement (an “Indemnitee”), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, other than a proceeding by or in the right of the Company.

Under the Investment Advisory Agreement, the Adviser has not assumed any responsibility to the Company other than to render the services called for under that agreement. It will not be responsible for any action of the Board in following or declining to follow the Adviser’s advice or recommendations. Under the Investment Advisory Agreement, the Adviser, its officers, members and personnel, and any person controlling or controlled by the Adviser, will not be liable to the Company, any of its subsidiaries, its directors, its stockholders or any subsidiary’s stockholders or partners for acts or omissions performed in accordance with and pursuant to the Investment Advisory Agreement, except those resulting from acts constituting gross negligence, willful misfeasance, bad faith or reckless disregard of the duties that the Adviser owes to the Company under the Investment Advisory Agreement. 

Organizational and Offering Expenses

The Adviser elected to incur the organizational and offering fees associated with the Company through January 19, 2024, on which date the Company became obligated to reimburse the Adviser for such advanced expenses. For each of the three and six months ended June 30, 2026 and 2025, no organizational and offering fees were incurred by the Company.

Reimbursement of Certain Expenses

From time to time, Muzinich & Co. pays certain operating costs on behalf of the Company, which the Company is obligated to reimburse. As of June 30, 2026 and 2025, amounts reimbursable to Muzinich & Co. totaled $31,439 and $16,288, respectively, and are included within “Professional fees payable” and “Accrued other general and administrative expenses,” as applicable, on the Consolidated Statements of Assets and Liabilities.

Shares Held by Affiliated Accounts

As of June 30, 2026, certain entities affiliated with the Adviser held shares of the Company. Muzinich & Co. held 1 share of the Company, or approximately 0.001% of the outstanding shares of the Company.

As of June 30, 2025, certain entities affiliated with the Adviser held shares of the Company. Muzinich & Co. held 1 share of the Company, or approximately 0.001% of the outstanding shares of the Company.

Co-Investment Exemptive Order

On May 27, 2026, the SEC issued an exemptive order (the “Exemptive Order”) which permits the Company to co-invest in portfolio companies with certain funds or entities managed by the Adviser or its affiliates in certain negotiated transactions where such transactions would otherwise be prohibited under the 1940 Act, subject to the conditions of the Exemptive Order.

Investments in Affiliates

Affiliated companies are those that are “affiliated persons” of the Company, as defined in Section 2(a)(3) of the 1940 Act. They include, among other entities, issuers of which 5% or more of their outstanding voting securities are held by the Company. During the six months ended June 30, 2026 and 2025, the Company had no transactions with affiliated companies.