Horizon Technology Finance: investment adviser

MCIH is (i) majority owned by Momentum US Bidco, LLC, which is majority owned by Momentum US Topco, LLC, which is majority owned by WinvestCo S.A.S, which is wholly owned by Wendel S.E. (“Wendel”) whose sole controlling shareholder is Wendel Participations SE, and (ii) minority owned by Monroe Capital Investment Holdings, L.P. (“MCH”). HTFM, MCH Holdco, MCIH and MCH are affiliates of Monroe Capital LLC (“Monroe”).

Types of Advisory Services HTFM provides investment management services, typically on a discretionary basis, to its Clients, including identifying investment opportunities, conducting diligence on and valuing prospective investments, negotiating investments and managing diversified portfolios of Venture Loans (as defined below) (collectively, “advisory services”). HTFM sources and makes debt investments to venture capital and private equity-backed companies and small cap public companies (“Venture Loans”) in the technology, life science, healthcare information and services and sustainability industries (collectively, “Target Industries”) and manages such debt investments for its Clients (“Venture Lending”). HTFM seeks to maximize its Clients’ investment portfolios’ total return by generating current income from the Venture Loans it makes on behalf of its Clients and capital appreciation from the warrants and other equity interests received when making such Venture Loans. The Venture Loans are typically secured by first liens, first liens behind a secured revolving line of credit or liens behind a combination of secured revolving and term debt provided by the same lender. Venture Lending is typically characterized by (1) the making of a secured debt investment after a venture capital or equity investment in the portfolio company has been made, which investment provides a source of cash to fund the portfolio company’s debt service obligations under the Venture Loan, (2) the senior priority of the Venture Loan which requires repayment of the Venture Loan prior to the equity investors realizing a return on their capital, (3) the amortization of the Venture Loan and (4) the receipt of warrants or other success fees with the making of the Venture Loan. HTFM also provides advice on the sale or disposition of any warrants or equity interests obtained in connection with

the making of Venture Loans. HTFM’s investment advice is limited to the above-mentioned types of investments. Non-Advisory Services HTFM may also have non-advisory relationships with certain entities (collectively, “NonAdvisory Services Customers”, together with Clients, “Customers”) for which it provides services related to sourcing of Venture Loans and administrative and similar services relating to payment collection, billing services and report generation (collectively, “non-advisory services”). Tailored Relationships HTFM enters into investment management agreements or similar agreements (“Investment Agreements”) with its Clients and manages Client accounts in accordance with such Client’s investment guidelines, including any limitations or restrictions on diversification, concentration, investment size limits, etc. For Investment Company Clients, such Investment Company Client’s investment objective, guidelines and restrictions are described in the Investment Company Client’s registration statement filed with the SEC. To date, all of HTFM’s Clients have set forth Venture Loans as the type of investments that HTFM will seek for such Client. For the non-advisory services HTFM provides to Non-Advisory Services Customers, HTFM enters into a program agreement or similar agreement (“Program Agreement”) with such NonAdvisory Services Customers. HTFM provides its non-advisory services in accordance with such Non-Advisory Services Customer’s instructions and guidelines. Assets Under Management As of December 31, 2025, HTFM managed approximately (i) $811,104,000 of assets on a discretionary basis and (ii) $0 of assets on a non-discretionary basis.

Other Fees and Compensation Non-Advisory Fees For its non-advisory services to Non-Advisory Services Customers, HTFM typically receives a servicing fee based on the principal amount of all debt investments made by each Non-Advisory Services Customer, as set forth in the Program Agreement for each Non-Advisory Services Customer. HTFM is also entitled to receive a performance-based fee as described in the Program Agreement with each Non-Advisory Services Customer. Typically, the performance-based fee is based on a percentage of cash flow from the investments the Non-Advisory Services Customer makes in sourced deals after the return to the Non-Advisory Services Customer of all capital invested by the Non-Advisory Services Customer and a certain preferred return. HTFM does not have a set fee schedule for its non-advisory services and fees and other compensation are negotiated with each Non-Advisory Services Customer. Administrative Fees HTFM may provide administrative services to its Clients pursuant to a written administrative services agreement. For such administrative services, HTFM receives administrative fees and is reimbursed for the Client’s allocable portion of HTFM’s administrative expense incurred in providing such services, including rent and other overhead, and the costs of compensation and related expenses of the chief compliance officer, the chief financial officer and their respective staffs. Other Fees and Customer Expenses HTFM may provide other services to Non-Advisory Services Customers pursuant to the Program Agreement with such Non-Advisory Services Customer. For such services, HTFM receives a supplemental servicing fee from the Non-Advisory Services Customer as set forth in the Program Agreement with such Non-Advisory Services Customer. Depending on the Non-Advisory Services Customer’s written Program Agreement with HTFM, HTFM may receive a commission from the Non-Advisory Services Customer for originating a loan for the Non-Advisory Services Customer. Otherwise, HTFM does not receive commissions for purchasing or selling stocks, bonds or other products. HTFM is not affiliated with entities that sell financial products or securities. HTFM does not receive finder’s fees. In addition to the fees described above, Customers reimburse HTFM for certain other fees and expenses. Any such other fees and expenses are set forth in the Client’s written Investment Agreement with HTFM or the Non-Advisory Services Customer’s written Program Agreement with HTFM. Customers are also responsible for certain other fees and expenses relating to such Customer’s investments or accounts, including, among others, certain transaction charges, service provider

fees, organizational, operational and fund expenses, professional fees, valuation service fees, audit fees, tax preparation fees, taxes and other governmental charges, insurance premiums or other similar fees and expenses. Allocation of Expenses In circumstances where expenses are incurred by HTFM that are allocable to more than one Customer, HTFM will allocate such expenses among all applicable Customers on a pro rata basis. Payment of Fees and Expenses The timing of payments relating to fees and other expenses is set forth in the Client’s Investment Agreement or administrative services agreement or Non-Advisory Services Customer’s Program Agreement. Asset-based and incentive fees are generally calculated quarterly in arrears based on asset values as of the end of the quarter. Asset-based and incentive fees are either invoiced directly to the Client or deducted directly from the Client’s account as set forth in the Client’s Investment Agreement. If a Client begins or terminates its relationship with HTFM during the quarter, the asset-based and incentive fees are prorated for the number of days during the quarter the Client was a client of HTFM. Servicing fees are generally calculated monthly in arrears based on the principal amount of debt investments as of the end of the month. Performance-based fees are calculated in arrears. The timing of payment of performance-based fees varies by Non-Advisory Services Customer and is set forth in the Non-Advisory Services Customer’s Program Agreement. Servicing fees, supplemental servicing fees and performance-based fees are paid by the Non-Advisory Services Customer to HTFM as set forth in the Non-Advisory Services Customer’s Program Agreement. If a Non-Advisory Services Customer begins or terminates its relationship with HTFM during the performance period, the performance-based fees are prorated for the number of days during the year the relationship between the Non-Advisory Services Customer and HTFM was in effect. Administrative expenses are generally calculated quarterly in arrears. Administrative fees are either invoiced directly to the Client or deducted directly from the Client’s account as set forth in the Client’s administrative services agreement.

favor Customers paying performance-based fees or Customers’ paying higher performance-based fees by disproportionately allocating time, services, resources, investment opportunities and/or sourcing Venture Loans for Customers’ paying performance-based fees or Customers’ paying higher performance-based fees. To address the conflicts of interest associated with managing Clients with different fee arrangements, HTFM has procedures in place to allocate investment opportunities in a manner that is fair and equitable to Clients over time. Such procedures include allocating investment opportunities subject to Client specific investment guidelines, underlying investment philosophy, diversification and concentration limits, mandates, investment size limits and SEC exemptive relief. To address the conflicts of interest associated with managing Clients and providing services to Non-Advisory Services Customers with different fee arrangements, HTFM enters into Program Agreements with Non-Advisory Services Customers that provide for the allocation of sourced investment opportunities among Clients and Non-Advisory Services Customers in a manner that is fair and equitable to Clients over time and consistent with HTFM’s Client allocation procedures. See Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading below for a summary of HTFM’s allocation procedures.

While such entity is not an investment management Client of HTFM, in certain circumstances and in HTFM’s discretion, HTFM may elect to treat such entities in the same manner as it treats its Clients for purposes of HTFM’s policies and procedures, including allocation of investment opportunities.

Structured investments in the venture capital and private and public equity markets. HTFM makes loans on behalf of its Clients to development-stage companies within its Target Industries typically in the form of secured loans. The secured debt structure provides a lower risk strategy, as compared to equity or unsecured debt investments, to participate in the emerging technology markets because the debt structures HTFM typically utilizes provide collateral against the downside risk of loss, provide return of capital in a much shorter timeframe through current-pay interest and amortization of principal and have a senior position to equity in the borrower’s capital structure in the case of insolvency, wind down or bankruptcy. Unlike venture capital and private equity investments, Clients’ investment returns and return of Clients’ capital do not require equity investment exits such as mergers and acquisitions or initial public offerings. Instead, return of capital on debt investments is primarily through regularly scheduled payments of principal and interest and, if necessary, liquidation of the collateral supporting the debt investment upon a default. Only the potential gains from warrants depend upon equity investment exits.

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“Enterprise value” lending. HTFM takes an enterprise value approach to structuring and underwriting loans on behalf of its Clients. Enterprise value includes the implied valuation based upon recent equity capital invested as well as the intrinsic value of the applicable portfolio company’s particular technology, service or customer base. Clients secure a position against the enterprise value of each portfolio company through a lien on all of the assets of the portfolio company or through a lien on all assets of the portfolio company except its intellectual property, with a prohibition on any other party taking a lien on such intellectual property.

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Creative products with attractive risk-adjusted pricing. Each existing and prospective portfolio company has its own unique funding needs for the capital provided from the proceeds of Venture Loans. These funding needs include funds for additional development “runways”, funds to hire or retain sales staff or funds to invest in research and development in order to reach important technical milestones in advance of raising additional equity. Clients’ loans include current-pay interest, commitment fees, end-of-term payments, prepayment fees, success fees and non-utilization fees. HTFM believes it has developed pricing tools, structuring techniques and valuation metrics that satisfy portfolio companies’ financing requirements while mitigating risk and maximizing returns on its Clients’ investments.

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Opportunity for enhanced returns. To enhance debt investment portfolio returns, in addition to interest and fees, HTFM frequently obtains warrants on behalf of its Clients to purchase the equity of portfolio companies as additional consideration for making debt investments. The warrants generally include a “cashless exercise” provision to allow the exercise of these rights without requiring any additional cash investment. Obtaining warrants in portfolio companies provides participation in the equity appreciation of portfolio companies, which may generate additional returns for Clients’ investors.

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Direct origination. HTFM originates transactions directly with technology, life science, healthcare information and services and sustainability companies. These transactions are

referred to HTFM from a number of sources, including referrals from, or direct solicitation of, venture capital and private equity firms, portfolio company management teams, legal firms, accounting firms, investment banks, portfolio company advisors and other lenders that represent companies within HTFM’s Target Industries. HTFM has been the sole or lead originator in substantially all transactions in which Clients have invested. •

Disciplined and balanced underwriting and portfolio management. HTFM uses a disciplined underwriting process that includes obtaining information validation from multiple sources, extensive knowledge of its Target Industries, comparable industry valuation metrics and sophisticated financial analysis related to development-stage companies. HTFM’s due diligence on investment prospects includes obtaining and evaluating information on the prospective portfolio company’s technology, market opportunity, management team, fund raising history, investor support, valuation considerations, financial condition and projections. HTFM seeks to balance the investment portfolios of its Clients to reduce the risk of down-market cycles associated with any particular industry or sector, development-stage or geographic area by quarterly reviewing each criteria and, in the event there is an overconcentration, seeking investment opportunities to reduce such overconcentration. HTFM employs a “hands on” approach to portfolio management, requiring private portfolio companies to provide monthly financial information and to participate in regular updates on performance and future plans. For public companies, HTFM typically relies on publicly reported quarterly financials.

Risk of Loss All Venture Loan investments have certain risks that are borne by the Client. There can be no assurance that Venture Loan investments will not lose money, including the potential loss of the entire investment. HTFM’s investment approach constantly keeps the risk of loss in mind. Clients face the following investment risks: Most portfolio companies will need additional capital, which may not be readily available. Portfolio companies will typically require substantial additional financing to satisfy their continuing working capital and other capital requirements and service the interest and principal payments on Clients’ investments. HTFM cannot predict the circumstances or market conditions under which portfolio companies will seek additional capital. Each round of institutional equity financing is typically intended to provide a portfolio company with only enough capital to reach the next stage of development. It is possible that one or more portfolio companies will not be able to raise additional financing or may be able to do so only at a price or on terms that are unfavorable to the portfolio company, either of which would negatively impact investment returns. Some of these portfolio companies may be unable to obtain sufficient financing from private investors, public capital markets or lenders thereby requiring these companies to cease or curtail business operations. Accordingly, investing in these types of portfolio companies generally entails a higher risk of loss than investing in companies that do not have significant incremental capital raising requirements.

Economic recessions or downturns could adversely affect portfolio companies. Portfolio companies are susceptible to economic or industry centric slowdowns or recessions and may be unable to repay their Venture Loans during these periods. Adverse economic conditions may also decrease the value of collateral securing some Venture Loans and the value of related equity investments. Economic slowdowns or recessions could lead to financial losses in and a decrease in value of Clients’ portfolios. A portfolio company’s failure to satisfy financial or operating covenants imposed by Clients or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize the portfolio company’s ability to meet its obligations under the Venture Loans held by Clients. Clients may incur expenses to the extent necessary to recover their investments upon default or to negotiate new terms with a defaulting portfolio company. Investments are focused on a limited number of industries, which presents certain challenges, including a risk of significant loss if there is a downturn in a particular industry. HTFM’s Venture Lending strategy is focused on a limited number of industries. As a result, a downturn in any particular industry in which Clients are invested could also significantly impact the aggregate returns Clients realize. The Target Industries are susceptible to changes in government policy and economic assistance, which could adversely affect the returns Clients receive. Elevated interest rates affect portfolio companies in a number of important and deleterious ways. Portfolio companies that did not anticipate either the rapidity of the increase in interest rates or the current rate level may have to adjust their business plan and operations to meet their debt obligations. Additionally, in the current elevated interest rate environment, venture capital funds may have greater difficulty raising capital to deploy. As such, there is less available capital for portfolio companies to fund growth or extend their runways while developing their products, including, but not limited to, receiving approvals from government agencies. Without the injection of new venture capital, these portfolio companies are more likely to fail, potentially resulting in the loss of all or part of a Client’s investment. Investments in development-stage companies in Target Industries are subject to many risks, including volatility, intense competition, shortened product life cycles and periodic downturns, and are typically rated below “investment grade”. HTFM invests on behalf of its Clients, under normal circumstances, most of the value of Clients’ total assets in development-stage companies, which may have relatively limited operating histories, in the Target Industries. Many of these development-stage companies may have narrow product lines and small market shares, compared to larger established publicly owned firms, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. The revenues, income (or losses) and valuations of developmentstage companies in the Target Industries can and often do fluctuate suddenly and dramatically. For

these reasons, investments in portfolio companies, if rated by one or more ratings agencies, would typically be rated below “investment grade,” which refers to securities rated by ratings agencies below the four highest rating categories. These development-stage companies may also have more limited access to capital and higher funding costs. In volatile interest rate environments, these development-stage companies may not have adequate access to funding to meet their capital needs. Consequently, these development-stage companies are more likely to face bankruptcy or insolvency proceedings, reducing the return on, or the recovery of, Clients’ investments. In addition, development-stage technology markets are generally characterized by abrupt business cycles and intense competition, and the competitive environment can change abruptly due to rapidly evolving technology. Therefore, portfolio companies may face considerably more risk than companies in other industry sectors. Accordingly, these factors could impair portfolio companies’ cash flow or result in other events, such as bankruptcy, which could limit their ability to repay their obligations to Clients and may materially adversely affect the return on, or the recovery of, Clients’ investments in these businesses. Because of rapid technological change, the average selling prices of products and some services provided by development-stage companies in the Target Industries have historically decreased over their productive lives. These decreases could adversely affect portfolio companies’ operating results and cash flow, their ability to meet obligations under their debt securities and the value of their equity securities. This could, in turn, materially adversely affect Clients’ investments. If the assets securing the Venture Loans decrease in value, there may not be sufficient collateral to cover losses and Clients may experience losses upon foreclosure of such assets. HTFM believes portfolio companies generally will be able to repay their Venture Loans from their available capital, from future capital-raising transactions or from cash flow from operations. However, to mitigate credit risks, Clients typically take a security interest in all or a portion of the assets of portfolio companies, including the equity interests of their subsidiaries. There is a risk that the collateral securing the Venture Loans may decrease in value over time, may be difficult to appraise or sell in a timely manner and may fluctuate in value based upon the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital, and, in some circumstances, Clients’ liens could be subordinated to claims of other creditors. In addition, deterioration in a portfolio company’s financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the Venture Loan. Consequently, although such Venture Loan is secured, the Client may not receive principal and interest payments according to the Venture Loan’s terms and the value of the collateral may not be sufficient to recover the Client’s investment should it be forced to enforce its remedies. In addition, a substantial portion of the assets securing Clients’ investments may be in the form of intellectual property, if any, inventory, equipment, cash and accounts receivables. Intellectual property, if any, which secures a Venture Loan, could lose value if the portfolio company’s rights to the intellectual property are challenged or if the portfolio company’s license to the intellectual property is revoked or expires. In addition, in lieu of a security interest in a portfolio company’s intellectual property, Clients may sometimes obtain a security interest in all assets of the portfolio

company other than intellectual property and also obtain a commitment by the portfolio company not to grant liens to any other creditor on the portfolio company’s intellectual property. In these cases, Clients may have additional difficulty recovering principal in the event of a foreclosure. Similarly, any equipment securing Venture Loans may not provide the anticipated collateral value if there are changes in technology or advances in new equipment that render the particular equipment obsolete or of limited value or if the portfolio company fails to adequately maintain or repair the equipment. Any one or more of the preceding factors could materially impair a Client’s ability to recover principal in a foreclosure. HTFM may choose to waive or defer enforcement of covenants. HTFM structures debt investments in portfolio companies on behalf of its Clients to include business and financial covenants placing affirmative and negative obligations on the operation of such portfolio companies’ business and financial condition. However, from time-to-time, Clients’ may elect to waive breaches of these covenants, including the right to payment, or waive or defer enforcement of remedies, such as acceleration of obligations or foreclosure on collateral, depending upon the financial condition and prospects of the particular portfolio company. These actions may reduce the likelihood of receiving the full amount of future payments of interest or principal and be accompanied by a deterioration in the value of the underlying collateral as many of these portfolio companies may have limited financial resources, may be unable to meet future obligations and may go bankrupt. These events could harm the financial condition and operating results of Clients. Portfolio companies may incur debt that ranks equally with, or senior to, Clients’ investments in such portfolio companies. HTFM plans to primarily make Venture Loans on behalf of its Clients in portfolio companies. Some portfolio companies are permitted to have other debt that ranks equally with, or senior to, Clients’ Venture Loans. By their terms, these debt instruments may provide that the holders of such debt investments are entitled to receive payment of interest or principal on or before the dates on which Clients are entitled to receive payments of interest or principal in respect of their Venture Loans. These debt instruments may prohibit the portfolio companies from paying interest on or repaying Clients’ Venture Loans in the event of, and during, the continuance of a default under the debt instruments. In addition, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to Clients’ Venture Loan in such portfolio company would typically be entitled to receive payment in full before Clients receive any payment in respect of their Venture Loan. After repaying senior creditors, a portfolio company may not have any remaining assets to use for repaying its Venture Loan to Clients. In the case of debt ranking equally with Clients’ Venture Loans, Clients would have to share on a pro rata basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy.

There may be circumstances where Venture Loans could be subordinated to claims of other creditors or Clients could be subject to lender liability claims. Even though HTFM may structure certain of its Clients’ investments as senior loans, if a portfolio company were to go bankrupt, depending on the facts and circumstances, including the extent to which a Client actually provided managerial assistance to that portfolio company, a bankruptcy court might recharacterize Clients’ debt investment and subordinate all or a portion of their claims to that of other creditors or an out-of-court restructuring might enable other lenders to become effectively senior to Clients’ claims. Clients may also be subject to lender liability claims for actions taken with respect to a portfolio company’s business, including in rendering significant managerial assistance or instances where a Client exercises control over the portfolio company. An investment strategy focused primarily on privately held companies presents certain challenges, including a lack of available information about these companies, a dependence on the talents and efforts of only a few key portfolio company personnel and a greater vulnerability to economic downturns. HTFM plans to invest its Clients’ funds primarily in privately held companies. Generally, very little public information exists about these companies. If HTFM is unable to uncover all material information about these companies, it may not make a fully informed investment decision on behalf of its Clients when making an investment decision. Clients may lose money on their investments. Also, privately held companies frequently have less diverse product lines and a smaller market presence than larger competitors. Thus, they are generally more vulnerable to economic downturns and may experience substantial variations in operating results. These factors could affect Clients’ investment returns. In addition, a portfolio company’s success depends, in large part, upon the abilities of the key management personnel of such portfolio company, who are responsible for day-to-day operations of the portfolio company. Competition for qualified personnel is intense at any stage of a portfolio company’s development. The loss of one or more key managers can hinder or delay a portfolio company’s implementation of its business plan and harm its financial condition. A portfolio company may not be able to attract and retain qualified managers and personnel. Any inability to do so may negatively affect Clients’ investment returns. Government regulations, priorities and resources impacting the industries in which portfolio companies operate may change. Some portfolio companies operate in industries that are highly regulated by federal, state and/or local agencies. Changes in existing laws, rules or regulations, or judicial or administrative interpretations thereof, or uncertainty regarding such changes, or new laws, rules or regulations could have an adverse impact on the business and industries of portfolio companies. In addition, changes in government priorities or limitations on government resources could also adversely impact portfolio companies. HTFM is unable to predict whether any such changes in laws, rules or regulations will occur and, if they do occur, the impact of these changes on portfolio companies and Clients’ investment returns.

Clients may hold the debt securities of leveraged companies that may, due to the significant volatility of such companies, experience bankruptcy or similar financial distress. Leveraged companies may experience bankruptcy, receivership or similar financial distress. The debt investments of distressed companies may not produce income, may require Clients to bear certain expenses or to make additional advances in order to protect their investment and may subject Clients to uncertainty as to when, in what manner (e.g., through liquidation, reorganization, receivership or bankruptcy) and for what value such distressed debt will eventually be satisfied. Proceeds received from such proceedings may not be in an amount sufficient to repay such expenses or advances. In the event that a plan of reorganization is adopted or a receivership is established, in exchange for a debt investment, Clients may receive non-cash proceeds, including equity securities or license or royalty agreements with contingent payments, which may require significantly more of HTFM’s time and attention to manage. In addition, if Clients take control of a distressed company in connection with a reorganization, it could require Clients to bear additional costs and significant amounts of HTFM’s time and attention to manage. If a portfolio company enters a bankruptcy process, the debt investment will be subject to a number of significant inherent risks. Many events in a bankruptcy proceeding are the product of contested matters and adversarial proceedings and are beyond the control of the creditors. A bankruptcy filing by a portfolio company may adversely and permanently affect the portfolio company. If the proceeding is converted to a liquidation, the value of the portfolio company may not equal the liquidation value that was believed to exist at the time of the debt investment. The duration of a bankruptcy proceeding is also difficult to predict, and Clients’ return on investment can be adversely affected by delays until the plan of reorganization or liquidation ultimately becomes effective. The administrative costs of a bankruptcy proceeding are frequently high and would be paid out of the portfolio company’s estate prior to any return to creditors. Because the standards for classification of claims under bankruptcy law are vague, HTFM’s influence with respect to the class of securities or other obligations Clients own may be lost by increases in the number and amount of claims in the same class or by different classification and treatment. In the early stages of the bankruptcy process, it is often difficult to estimate the extent of, or even to identify, any contingent claims that might be made. In addition, certain claims that have priority by law (for example, claims for taxes) may be substantial. The lack of liquidity in Venture Loans may adversely affect a Client’s investment, and if a Client needs to sell any of its Venture Loans, the Client may not be able to do so at a favorable price, and, as a result, the Client may suffer losses. Clients generally invest in debt investments and hold such investments until maturity, unless earlier prepaid. Clients should not expect that related holdings of equity securities will provide liquidity opportunities in the near-term. HTFM plans to invest its Client’s funds primarily in portfolio companies whose securities are not publicly-traded, and whose securities are subject to legal and other restrictions on resale or are otherwise less liquid than publicly traded securities. The illiquidity of these investments may make it difficult for Clients to sell these investments when desired. Clients may also face other restrictions on their ability to liquidate an investment in a

public portfolio company to the extent that the Client or HTFM possess material non-public information regarding the portfolio company. In addition, if Clients are required to liquidate all or a portion of their investment quickly, Clients may realize significantly less than the value at which the investment was previously recorded. As a result, Clients should not expect to dispose of their investments in the near term. Clients may be required to dispose of an investment in the near term in order to maintain or satisfy certain applicable criteria under regulatory frameworks. Because most of Clients’ investments are illiquid, Clients may be unable to dispose of them, in which case Clients could fail to maintain or satisfy applicable criteria under regulatory frameworks, or may not be able to dispose of them at favorable prices, and as a result, Clients may suffer losses. Portfolio companies could be adversely affected if government regulations, priorities and resources impacting the industries in which such portfolio companies operate change. Some portfolio companies operate in industries that are highly regulated by federal, state and/or local agencies. Changes in existing laws, rules or regulations, or judicial or administrative interpretations thereof, or uncertainty regarding such changes or new laws, rules or regulations could have an adverse impact on the business and industries of portfolio companies. In addition, changes in government priorities or limitations on government resources could also adversely impact portfolio companies. HTFM is unable to predict whether any such changes in laws, rules or regulations will occur and, if they do occur, the impact of these changes on portfolio companies and Clients’ investment returns. Portfolio companies operating in the technology industry are subject to risks particular to that industry. Portfolio companies in the technology industry face intense competition as their businesses are rapidly evolving and intensely competitive, and are subject to changing technology, shifting user needs, and frequent introductions of new products and services. The growth of certain technology sectors (such as communications, networking, data storage, software, cloud computing, and internet and media) into a variety of new fields implicates new regulatory issues and may result in portfolio companies in such sectors being subject to new regulations. Portfolio companies in the technology industry may also have a limited number of suppliers of necessary components or a limited number of manufacturers for their products, and therefore face a risk of disruption to their manufacturing process if they are unable to find alternative suppliers when needed. In addition, litigation regarding intellectual property rights is common in the sectors of the technology industry. Any of these factors could materially and adversely affect the operations of a portfolio company in the technology industry and, in turn, impair their ability to timely make payments of principal and interest on Clients’ Venture Loans. Portfolio companies operating in the life science industry are subject to extensive government regulation and certain other risks particular to that industry. Portfolio companies in the life science industry are subject to extensive regulation by the Food and Drug Administration and to a lesser extent, other federal and state agencies. If any of these

portfolio companies fail to comply with applicable regulations, they could be subject to significant penalties and claims that could materially and adversely affect their operations. In addition, new laws, regulations or judicial interpretations of existing laws and regulations might adversely affect a portfolio company in the life science industry. The successful and timely implementation of the business model of life science companies depends on their ability to adapt to changing technologies and introduce new products. The success of new product offerings will depend, in turn, on many factors, including the ability to properly anticipate and satisfy customer needs, obtain regulatory approvals on a timely basis, develop and manufacture products in an economic and timely manner, obtain or maintain advantageous positions with respect to intellectual property, and differentiate products from those of competitors. Further, the development of products (including medical devices or drugs) by life science companies requires significant research and development, clinical trials and regulatory approvals. The results of product development efforts may be affected by a number of factors, including the ability to innovate, develop and manufacture new products, complete clinical trials, obtain regulatory approvals and reimbursement by insurers in the U.S. (including Medicare and Medicaid) and abroad, or gain and maintain market approval of products. In addition, patents attained by others can preclude or delay the commercialization of a product. There can be no assurance that any products now in development will achieve technological feasibility, obtain regulatory approval, or gain market acceptance. Failure can occur at any point in the development process, including after significant funds have been invested. Products may fail to reach the market or may have only limited commercial success because of efficacy or safety concerns, failure to achieve positive clinical outcomes, inability to obtain necessary regulatory approvals, failure to achieve market adoption, limited scope of approved uses, excessive costs to manufacture, failure to establish or maintain intellectual property rights, infringement by others of a company’s intellectual property rights, or infringement by a company of intellectual property rights of others. Portfolio companies in the life science industry may also have a limited number of suppliers of necessary components or a limited number of manufacturers for their products, and therefore face a risk of disruption to their manufacturing process if they are unable to find alternative suppliers when needed. Any of these factors could materially and adversely affect the operations of a portfolio company in the life science industry and, in turn, impair their ability to timely make payments of principal and interest on Clients’ Venture Loans. Portfolio companies operating in the healthcare information and services industry are subject to extensive government regulation and certain other risks particular to that industry. Portfolio companies in the healthcare information and services industry provide technology to companies that are subject to extensive regulation, including Medicare and Medicaid payment rules and regulation, the False Claims Act and federal and state laws regarding the collection, use and disclosure of patient health information and the storage, handling and administration of pharmaceuticals. If any of such portfolio companies or the companies to which they provide such technology fail to comply with applicable regulations, they could be subject to significant penalties and claims that could materially and adversely affect their operations. Portfolio companies in the

healthcare information or services industry are also subject to the risk that changes in applicable regulations will render their technology obsolete or less desirable in the marketplace. Portfolio companies in the healthcare information and services industry may also have a limited number of suppliers of necessary components or a limited number of manufacturers for their products, and therefore face a risk of disruption to their manufacturing process if they are unable to find alternative suppliers when needed. Any of these factors could materially and adversely affect the operations of a portfolio company in the healthcare information and services industry and, in turn, impair their ability to timely make payments of principal and interest on Clients’ Venture Loans. Investments in the sustainability industry are subject to many risks, including volatility, intense competition, unproven technologies, periodic downturns and potential litigation. Investments in sustainability companies are subject to substantial operational risks, such as underestimated cost projections, unanticipated operation and maintenance expenses, loss of government subsidies, and inability to deliver cost-effective alternative energy solutions compared to traditional energy products. In addition, energy companies employ a variety of means of increasing cash flow, including increasing utilization of existing facilities, expanding operations through new construction or acquisitions, or securing additional long-term contracts. Thus, some energy companies may be subject to construction risk, acquisition risk or other risks arising from their specific business strategies. Furthermore, production levels for solar, wind and other renewable energies may be dependent upon adequate sunlight, wind, or biogas production, which can vary from market to market and period to period, resulting in volatility in production levels and profitability. In addition, sustainability companies may have narrow product lines and small market shares, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as to general economic downturns. The revenues, income (or losses) and valuations of sustainability companies can and often do fluctuate suddenly and dramatically and the markets in which sustainability companies operate are generally characterized by abrupt business cycles and intense competition. Demand for sustainability and renewable energy is also influenced by the available supply and prices for other energy products, such as coal, oil and natural gas. A decrease in prices in these energy products could reduce demand for alternative energy. Sustainability companies face potential litigation, including significant warranty and product liability claims, as well as class action and government claims. Such litigation could adversely affect the business and results of operations of sustainability portfolio companies. Sustainability companies are subject to extensive government regulation and certain other risks particular to the sectors in which they operate, and such companies’ business and growth strategy could be adversely affected if government regulations, priorities and resources impacting such sectors change or if such companies fail to comply with such regulations. Portfolio companies in sustainability sectors may be subject to extensive regulation by foreign, U.S. federal, state and/or local agencies. Changes in existing laws, rules or regulations, or judicial or administrative interpretations thereof, uncertainty regarding such changes or new laws, rules or regulations could have an adverse impact on such portfolio companies’ business and industries. In

addition, changes in government priorities or limitations on government resources could also adversely impact such portfolio companies. HTFM is unable to predict whether any such changes in laws, rules or regulations will occur and, if they do occur, the impact of these changes on portfolio companies and Clients’ investment returns. Furthermore, if portfolio companies fail to comply with applicable regulations, they could be subject to significant penalties and claims that could materially and adversely affect their operations. Portfolio companies may be subject to the expense, delay and uncertainty of the regulatory approval process for their products and, even if approved, these products may not be accepted in the marketplace. In particular, there is considerable uncertainty about whether foreign, U.S. federal, state and/or local governmental entities will enact or maintain legislation or regulatory programs that mandate reductions in greenhouse gas emissions or provide incentives for sustainability companies. Without such regulatory policies, investments in sustainability companies may not be economical and financing for sustainability companies may become unavailable, which could materially adversely affect such portfolio companies’ ability to repay their debt, including Clients’ Venture Loans. Any of these factors could materially and adversely affect the operations and financial condition of a portfolio company and, in turn, the ability of the portfolio company to repay their debt. If portfolio companies are unable to commercialize their technologies, products, business concepts or services, the returns on investments could be adversely affected. The value of investments in portfolio companies may decline if portfolio companies are not able to commercialize their technology, products, business concepts or services. Additionally, although some portfolio companies may already have a commercially successful product or product line at the time of Clients’ investment, technology-related products and services often have a more limited market or life span than products in other industries. Thus, the ultimate success of these portfolio companies often depends on their ability to continually innovate in increasingly competitive markets. If they are unable to do so, Clients’ investment returns could be adversely affected and portfolio companies’ ability to service their debt obligations over the life of each Venture Loan could be impaired. Portfolio companies may be unable to successfully acquire or develop new technologies and the intellectual property they currently hold may not remain viable. Even if portfolio companies are able to develop commercially viable products, the market for new products and services is highly competitive and rapidly changing. Neither portfolio companies nor HTFM will have any control over the pace of technology development. Commercial success is difficult to predict, and the marketing efforts of portfolio companies may not be successful. Portfolio companies may rely upon licenses for all or part of their intellectual property. A portfolio company may license all or part of its intellectual property from another unrelated party. While the portfolio company may continue development on that licensed intellectual property, it can be difficult to ascertain who has title to the intellectual property. There may also be reliance upon the portfolio company’s management team’s representations as to the nature of the licensing agreement. There are implications in workouts and in bankruptcy where intellectual property is not wholly owned by a portfolio company. Further, the licensor may have an actual or

contingent claim on the intellectual property (for instance, a payment due upon change in control) that would supersede other claims in that asset in certain situations. If portfolio companies are unable to protect their intellectual property rights, and if portfolio companies are required to devote significant resources to protecting their intellectual property rights, the value of Clients’ investments could be reduced. The success and competitive position of portfolio companies will depend in part upon their ability to obtain, maintain and protect proprietary technology used in their products and services. The intellectual property held by portfolio companies often represents a substantial portion of the collateral securing Clients’ investments and/or constitutes a significant portion of the portfolio companies’ value that may be available in a downside scenario to repay Clients’ Venture Loans. Portfolio companies rely, in part, on patent, trade secret and trademark law to protect that technology, but competitors may misappropriate their intellectual property, and disputes as to ownership of intellectual property may arise. Portfolio companies may, from time to time, be required to institute litigation to enforce their patents, copyrights or other intellectual property rights, protect their trade secrets, determine the validity and scope of the proprietary rights of others or defend against claims of infringement. Such litigation could result in substantial costs and diversion of resources. Similarly, if a portfolio company is found to infringe or misappropriate a third party’s patent or other proprietary rights, it could be required to pay damages to the third party, alter its products or processes, obtain a license from the third party and/or cease activities utilizing the proprietary rights, including making or selling products utilizing the proprietary rights. Any of the foregoing events could negatively affect both the portfolio company’s ability to service its Venture Loan and the value of any related debt and equity securities that Clients own, as well as any collateral securing such Venture Loan. In some cases, Clients’ investments are secured with a collateral position in the portfolio company’s assets, which may include a negative pledge or, to a lesser extent, no security interest on the portfolio company’s intellectual property. In the event of a default on Clients’ Venture Loan, the intellectual property of the portfolio company would most likely be liquidated to provide proceeds to pay the creditors of the portfolio company. There can be no assurance that Clients’ security interest, if any, in the proceeds of the intellectual property will be enforceable in a court of law or bankruptcy court or that there will not be others with senior or pari passu credit interests. HTFM and its Clients do not expect to control any of Clients’ portfolio companies. HTFM does not expect to, nor does it expect its Clients will, control any portfolio companies, even though the debt agreements for Venture Loans may contain certain restrictive covenants that limit the business and operations of portfolio companies. HTFM also does not intend that its Clients will maintain a control position to the extent they own equity interests in any portfolio company. As a result, each Client will be subject to the risk that a portfolio company in which it invests may make business decisions with which it disagrees and the management of such portfolio company, as representatives of the holders of their common equity, may take risks or otherwise act in ways that do not serve such Client’s interests as a debt investor. Due to the lack of liquidity of the investments that are typically held by Clients in portfolio companies, Clients may not be able to

dispose of their investments in the event they disagree with the actions of a portfolio company and they may therefore, suffer a decrease in the value of their investments. HTFM, on behalf of its Clients, may invest in foreign portfolio companies or secure investments with the assets of portfolio companies’ foreign subsidiaries. HTFM may invest Clients’ funds in securities of foreign companies. Additionally, certain debt investments consisting of secured loans to portfolio companies with headquarters and primary operations located within the U.S. may be secured by the assets of a portfolio company’s foreign subsidiary. Investments involving foreign companies may involve greater risks. These risks include: (i) less publicly available information; (ii) varying levels of governmental regulation and supervision; and (iii) the difficulty of enforcing legal rights in a foreign jurisdiction and uncertainties as to the status, interpretation and application of laws. Moreover, foreign companies are generally not subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to U.S. companies. Debt investments secured by the assets of a portfolio company’s foreign subsidiary may be subject to various laws enacted in their home countries for the protection of debtors or creditors, which could adversely affect Clients’ ability to recover amounts owed. Insolvency considerations will differ depending on the country in which each foreign subsidiary is located and may differ depending on whether the foreign subsidiary is a non-sovereign or a sovereign entity. The economies of individual nonU.S. countries may also differ from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, volatility of currency exchange rates, depreciation, capital reinvestment, resources self-sufficiency and balance of payments position. Accordingly, debt investments secured by the assets of a portfolio company’s foreign subsidiary could face risks which would not pertain to debt investments solely in U.S. portfolio companies. Clients may not realize expected returns on warrants received in connection with Venture Loans. Clients generally receive warrants in connection with their Venture Loans. If Clients do not receive the returns that are anticipated on the warrants, their investment returns on portfolio companies, and the value of their investment in the portfolio company, may be lower than expected. Clients are subject to risks associated with investments having OID, ETPs and/or PIK features. To the extent Clients make investments having original issue discount (“OID”), end-of-term payments (“ETPs”) or payment-in-kind (“PIK”) features and the accretion of OID or PIK interest income constitutes a portion of Clients’ income, Clients will be exposed to risks associated with the requirement to include such non-cash income in taxable and accounting income prior to receipt of cash, including the following risks: (i) investments having PIK features may reflect the increased credit risk associated with such investments, and PIK instruments may represent a significantly higher credit risk than investments which regularly pay interest in cash; (ii) OID and PIK features may have unreliable valuations because the accruals of such require judgments about collectability of cash from OID and PIK; (iii) adding PIK interest payments to the principal of investments increases Clients’ investment income which increases Clients’ net assets resulting in

increases to HTFM’s base advisory fees and increases HTFM’s potential income on which performance-based fees are paid at a compounding rate; (iv) market prices of investments with PIK features are affected to a greater extent by interest rate changes, and may be more volatile than investments that pay interest periodically in cash, the fair market value of investments with PIK features are generally more volatile than cash pay securities; (v) the deferral of PIK interest increases the loan-to-value ratio of an investment, which is a measure of the riskiness of a debt investment; (vi) even if the conditions for income accrual under generally accepted accounting principles are satisfied, a portfolio company could still default when actual payment of ETPs or PIK interest is due upon the maturity of such debt investment; (vii) the required recognition of OID, ETP or PIK interest for U.S. federal income tax purposes may have a negative impact on liquidity, as it represents a non-cash component of Clients’ taxable income that may require cash distributions to Clients’ shareholders in order for Clients to maintain certain tax treatment for U.S. federal income tax purposes; and (viii) OID, ETPs, and PIK may create a risk of non-refundable cash payments to HTFM based on non-cash accruals that may never be realized. In addition, the part of the performance-based fee payable by Clients’ to HTFM that relates to net investment income may be computed and paid on income that may include OID, ETPs, and PIK interest. If a portfolio company defaults on a debt investment that includes OID, ETPs or accrued PIK interest, it is possible that accrued interest previously used in the calculation of the performance-based fee will become uncollectible, and HTFM will have no obligation to refund any performance-based fees it received in respect of such accrued income. HTFM is highly dependent on information systems and systems failures could significantly disrupt its business. HTFM is highly dependent on communications and information systems. Any failure or interruption of those systems, including as a result of the termination of an agreement with any third-party service providers, could cause delays or other problems. HTFM’s financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond HTFM’s control and may adversely affect HTFM and its Clients. There could be sudden electrical or telecommunications outages, natural disasters such as earthquakes, floods, tornadoes and hurricanes, disease pandemics and events arising from local or larger scale political or social matters, including terrorist acts. In addition, these communications and information systems are subject to potential attacks, including through adverse events that threaten the confidentiality, integrity or availability of HTFM’s information resources (i.e., cyber incidents). These attacks could involve gaining unauthorized access to HTFM’s information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption and result in disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to HTFM’s business relationships, any of which could have a material adverse effect on HTFM and its Clients. As HTFM’s reliance on technology has increased, so have the risks posed to its information systems, both internal and those provided by third-party service providers. The rapid

evolution and increasing prevalence of artificial intelligence technologies may also increase cybersecurity risks. HTFM has implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as HTFM’s increased awareness of the nature and extent of the risk of a cyber incident, may be ineffective and do not guarantee that a cyber incident will not occur or that HTFM or its Clients will not be negatively impacted by such an incident. In addition, the costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. Furthermore, cybersecurity has become a top priority for regulators around the world, and some jurisdictions have enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data. If HTFM fails to comply with the relevant laws and regulations, it could suffer financial losses, a disruption of its business, liability to investors, regulatory intervention or reputational damage.

In consideration for such administrative services, HRZN reimburses HTFM for HRZN’s allocable portion of overhead and other expenses incurred by HTFM in performing its obligations under the administration agreement, including rent, the fees and expenses associated with performing compliance functions and HRZN’s allocable portion of the costs of compensation and related expenses of HRZN’s chief financial officer, general counsel and chief compliance officer and their respective staffs. Mark Solovy, Managing Director and Co-Head of the Technology Finance Group of Monroe, serves as a member of the investment committee of HTFM. As an investment committee member, Mr. Solovy provides advice and services to HTFM, including the identification and analysis of investment opportunities, the evaluation (which may include conducting research and due diligence on prospective debt investments), structuring, monitoring and negotiation of prospective

debt investments, the monitoring of debt investments and general investment advice with respect to debt investments. Mr. Solovy does not receive compensation directly from HTFM for his advice and/or services. Conflicts of interest arise between Monroe and HTFM with respect to the allocation of time, personnel and resources to HTFM. To address these conflicts, Mr. Solovy is encouraged by Monroe to devote to HTFM such time and effort in conducting activities on behalf of HTFM’s Clients as is reasonably required to ensure Clients are treated fairly and equitably over time. Monroe Capital Management Advisors, LLC (“MCM Advisors”) is a wholly owned subsidiary of MCIH. MCIH is (i) majority owned by Momentum US Bidco, LLC, which is majority owned by Momentum US Topco, LLC, which is majority owned by WinvestCo S.A.S, which is wholly owned by Wendel, whose sole controlling shareholder is Wendel Participations SE, and (ii) minority owned by MCH. MCM Advisors is an affiliate of HTFM through common control. MCM Advisors has been registered as an investment adviser with the SEC under the Advisers Act since March 22, 2012, and is a Commodity Pool Operator with the National Futures Association. MCM Advisors provides certain portfolio management and investment advisory services through relying advisers, which includes (i) Monroe Capital Management LLC, (ii) Monroe Capital Asset Management LLC, (iii) Monroe Capital CLO Manager LLC, (iv) Monroe Capital CLO Manager II LLC, (v) Monroe Capital Partners Fund Advisors, Inc. and (vi) Monroe Capital Real Estate Credit Advisors, LLC (the relying advisers in clauses (i) through (vi), collectively the “MC Relying Advisers”). References to MCM Advisors throughout this Brochure includes the MC Relying Advisers. MCM Advisors and its affiliates provide fundraising and marketing advice and services to HTFM, which may indirectly benefit Customers of HTFM. MCM Advisors and its affiliates do not receive compensation for their advice and services. Monroe Capital BDC Advisors, LLC (“Monroe BDC Advisors”, collectively with MCM Advisors, “Monroe Advisors”) is a wholly owned subsidiary of MCIH. MCIH is (i) majority owned by Momentum US Bidco, LLC, which is majority owned by Momentum US Topco, LLC, which is majority owned by WinvestCo S.A.S, which is wholly owned by Wendel, whose sole controlling shareholder is Wendel Participations SE, and (ii) minority owned by MCH. Monroe BDC Advisors is an affiliate of HTFM through common control. Monroe BDC Advisors has been registered as an investment adviser with the SEC under the Advisers Act since October 9, 2012, and is an Exempt Commodity Pool Operator with the National Futures Association. Monroe BDC Advisors serves as investment adviser to business development companies. Certain of Monroe Advisors’ clients co-invest jointly and currently with Clients of HTFM and share in the allocation of Venture Loan and other investment opportunities. See Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading below for a summary of allocation procedures. In general, HTFM expects to conduct its business and activities in a manner that is separate and independent from MCM Advisors, Monroe BDC Advisors and their affiliates. However, as mentioned above, certain of HTFM’s principals, including Messrs. Koenig and Egan, are also principals of MCM Advisors and Monroe BDC Advisors. To address any potential conflicts of interest that may arise, HTFM has adopted policies and procedures to resolve potential conflicts

of interest in accordance with all applicable regulatory requirements and its fiduciary obligations to Clients. Additional information about MCM Advisors and Monroe BDC Advisors can be found in their respective Form ADVs filed with the SEC, which can be found at https://adviserinfo.sec.gov/.

The Code of Ethics, among other things, (1) establishes standards of conduct and procedures for Covered Persons relating to personal securities transactions and related accounts that reflect the fiduciary obligations HTFM and Covered Persons owe to Clients; (2) requires Covered Persons to comply with applicable securities laws and regulations; (3) requires Covered Persons to periodically disclose personal securities transactions and holdings for their personal securities accounts; (4) requires Covered Persons to report any violations of the Code of Ethics promptly to HTFM’s chief compliance officer; and (5) requires HTFM to provide Covered Persons with a copy of HTFM’s Code of Ethics annually and when amendments are made, and requires Covered Persons to provide HTFM with written acknowledgment that they have received and read the Code of Ethics, and any amendments thereto, and agree to comply with it. Covered Persons may invest in securities for their personal investment accounts, including securities that may be purchased or sold by HTFM or securities of HTFM’s Clients so long as such personal investments are made in accordance with the Code of Ethics, including the requirement to seek approval before purchasing or selling certain securities in accordance with the Code of Ethics. Participation or Interest in Client Transactions Conflicts Among Client Interests. Conflicts of interest arise where HTFM or its Covered Persons have reason to favor the interests of one Client over another Client (e.g., larger accounts over smaller accounts; accounts compensated by performance-based fees over accounts compensated differently; accounts in which employees have made material personal investments; or accounts of close friends or relatives of Covered Persons). Favoritism of one group of Clients over another is prohibited under the Code of Ethics.

Competing with Client Trades. Covered Persons are prohibited by the Code of Ethics from using knowledge about pending or currently considered securities transactions for Clients to profit personally (directly or indirectly) as a result of such transactions, including by purchasing or selling such securities for their own, their family’s or their friends’ accounts or by relaying such information to others for their use. Disclosure of Personal Interest. Covered Persons are prohibited by the Code of Ethics from recommending, implementing or considering any securities transaction for a Client without first disclosing any material beneficial ownership, business or personal relationship, or other material interest in the issuer of such security or its affiliates, to the chief compliance officer of HTFM. In addition, Covered Persons must obtain approval before agreeing to serve as a director or an officer of an outside company or before engaging in an outside business activity. If the disclosed interest is deemed to present a material conflict, the Covered Person may not participate in any decisionmaking process regarding the securities of that issuer. Independence of Wendel Platform. Wendel, the indirect majority owner of HTFM and the Monroe Group (as defined below), is a publicly traded company with a leading global alternative asset management platform, which owns Other Wendel Owned Managers (as defined below) that advise Other Wendel Fund Platforms (as defined below). Wendel and its Other Wendel Owned Managers are expected to operate independently of the Monroe Group (including HTFM) with each remaining under its current brand and led by its existing management and investment teams, and will not integrate their investment activities or operations with the Monroe Group. Wendel plays no role in HTFM’s day-to-day investment decision making process and has no seats on its investment committee. Accordingly, due to such independence, each of Wendel (and/or the Other Wendel Owned Managers or Other Wendel Fund Platforms) on the one hand, and the Monroe Group (including HTFM) on the other hand, may pursue separate investment opportunities without consultation, may compete for investment opportunities and, in certain circumstances, may jointly pursue investment opportunities, including in different parts of the capital structure of the same issuer, and make investment decisions that differ substantially from and conflict with decisions made by the other. Although HTFM generally pursues strategies that differ substantially from those currently pursued by Wendel (and/or the Other Wendel Owned Managers or Other Wendel Fund Platforms), this could change in the future and these conflicts could become more frequent and material. Wendel (and/or the Other Wendel Owned Managers or Other Wendel Fund Platforms) will have no obligation to present investment opportunities to HTFM that fall within the investment objectives of HTFM’s Clients. As a result of these activities, HTFM may face conflicts of interest. To address these conflicts of interest, HTFM expects to manage the conflicts in accordance with its conflicts of interest policies as in effect from time to time. For the avoidance of doubt, with respect to HTFM’s allocation policy and/or conflict policies, none of Wendel, the Other Wendel Owned Managers and/or the Other Wendel Fund Platforms will be treated as an affiliate of HTFM or its Clients, nor will any clients of Other Wendel Fund Platforms be considered a Client of HTFM. Because HTFM remains operationally independent of Wendel, HTFM does not track fees received by Wendel in respect of its client investments.

As used herein: (i) “Other Wendel Fund Platforms” means any investment funds, separately managed accounts, co-investment vehicles, and/or other pooled investment vehicles, which are managed, sponsored or advised by an Other Wendel Owned Manager as a separate business line from clients managed, sponsored or advised by the Monroe Group (including Clients of HTFM); (ii) “Other Wendel Owned Manager” means any investment manager, general partner, investment adviser or other asset manager that is an affiliate of Wendel (excluding, for the avoidance of doubt, the Monroe Group, including HTFM), and which manages, sponsors, advises, or serves as general partner, managing member, or other controlling entity or person of one or more separate, independent business lines of Wendel, including any Other Wendel Fund Platforms, and any directors, officers, partners, members, employees of the foregoing; and (iii) “Monroe Group” means (A) MCIH; (B) the respective direct or indirect subsidiaries of the foregoing, including HTFM; (C) any individuals serving as principals, members, partners, managers, officers, directors, or employees of the foregoing; and (D) any partnership, association, corporation, limited liability company, trust or other entity that (x) holds an interest in any entity listed in clauses (A) through (B) and (y) is owned directly or indirectly by (1) any individual listed in clause (C), (2) an estate planning vehicle for such individual, or (3) family members of such individual. Allocation of Investment Opportunities. Certain clients of Monroe Advisors have co-invested, and may in the future co-invest, in Venture Loans sourced by HTFM alongside HTFM’s Clients. HTFM has presented, and may from time to time present, certain Venture Loan investment opportunities to Monroe Advisors for investment by certain of their clients in which such Venture Loan investment opportunities fall within the client’s investment objectives. As a result, HTFM faces conflicts of interest in the allocation of investment opportunities among its Clients and clients of Monroe Advisors. In addition, Clients of HTFM have co-invested, and may in the future co-invest, in investment opportunities that fall within a Client’s investment objectives sourced by Monroe Advisors alongside Monroe Advisors’ clients. As a result, HTFM faces conflicts of interest in the allocation of investment opportunities among its Clients and clients of Monroe Advisors. As described in Item 6: Performance-Based Fees and Side-By-Side Management above, conflicts of interest arise when HTFM provides services to Clients with performance-based fee arrangements alongside Clients with different, lower or no performance-based fee arrangements. Conflicts of interest also arise when an investment opportunity which is suitable for more than one Client of HTFM and/or client of Monroe Advisors is not available in sufficient quantity for each client to participate fully. In such circumstances, HTFM may have an incentive to allocate investment opportunities to Clients with performance-based fee arrangements or higher performance-based fee arrangements. To address these conflicts of interest associated with the allocation of investment opportunities, HTFM complies with applicable laws, rules and regulations, including the Company Act and SEC exemptive relief. Subject to the below, HTFM will present to a Client all Venture Loan and other investment opportunities sourced by HTFM and/or Monroe Advisors which meet the investment objectives of such Client in the good faith discretion of HTFM, subject to the Allocation Criteria discussed below. The classification of an investment opportunity as appropriate or inappropriate

for a Client is made by HTFM, in good faith, at the time of investment, which determination may be subjective in nature. When HTFM determines that an investment opportunity is appropriate for a Client to participate in, the investment opportunity will be allocated among Clients and, as applicable, Monroe Advisors’ clients in a manner that is fair and equitable to Clients and, as applicable, Monroe Advisors’ clients over time. Factors considered in the allocation of investment opportunities include, without limitation, capital available for investment, client specific investment objectives and/or guidelines, underlying investment philosophy, legal or regulatory restrictions, the size of the investment generally, immediately available cash, desired maximum hold position, risk-return considerations, diversification requirements, concentration limits, liquidity requirements and such other factors as are deemed necessary or appropriate in light of the circumstances at such time (collectively, the “Allocation Criteria”). When Clients and, as applicable, Monroe Advisors’ clients invest in the same investment opportunity, such investment will generally be made at the same time and on the same terms and conditions, subject to the Allocation Criteria. Follow-on investments are generally allocated among Clients and, as applicable, Monroe Advisors’ clients pro rata based on their respective outstanding investment size immediately preceding the follow-on investment, subject to certain considerations, including, without limitation, desired maximum hold size position or other considerations or factors. The Company Act generally restricts co-investments by registered investments companies, as well as business development companies, and private investment funds managed by an investment adviser or its affiliates to prevent a registered investment company from being disadvantaged for the benefit of other investment funds. Pursuant to a SEC exemptive order, HTFM’s Investment Company Clients may co-invest with other registered investment companies and private investment funds managed by HTFM and/or Monroe Advisors subject to certain conditions, including, among others, adherence to allocation policies and procedures and requires a majority of the disinterested directors of an Investment Company Client to make certain determinations with respect to the co-investment. Such determinations include, among others, (i) the terms of the investment are reasonable and fair to the Investment Company Client and its shareholders, (ii) the investment is consistent with the Investment Company Client’s investment objectives and strategies, (iii) the co-investment by other investment companies will not disadvantage the Investment Company Client and (iv) participation by the Investment Company Client will not be on a basis different from or less advantageous than the other investment funds in the investment. When conflicts of interest arise in allocating a particular investment opportunity between a Client and other Clients and/or Monroe Advisors’ clients, there can be no assurance that such Client will make the investment, even if the investment satisfies such Client’s investment objectives. In addition, liquidity requirements, concentration limit considerations and other Allocation Criteria may limit a Client’s participation in an investment opportunity or such Client’s ability to dispose of an investment readily. In such circumstances, such Client, on the one hand, and such other Clients and/or, as applicable, Monroe Advisors’ clients, on the other hand, may have conflicting interests and investment objectives, including with respect to the timeframe for disposing of the investment. Therefore, HTFM and/or Monroe Advisors may take action with respect to an investment on behalf of a Client and/or, as applicable, a Monroe Advisors’ client that differs from the action taken with respect to the investment on behalf of another Client and/or, as applicable, another Monroe Advisors’ client. If another Client and/or, as applicable, another Monroe

Advisors’ client participates in a particular investment, there can be no assurance that the returns on such investment by a Client will be equivalent to, or better than, the returns obtained by such other Client and/or other Monroe Advisors’ client on such investment.

Because of the limited number of transactions that require the use of brokers and Clients select the broker, Clients may pay a higher brokerage commission when transactions are executed. HTFM receives no benefits from any brokers that execute trades for its Clients. HTFM reviews the execution of all trades. Not all investment advisers require their clients to select brokers and have the authority to select brokers on their clients’ behalf. If trade execution is required and one or more Clients are purchasing or selling the same security, HTFM will generally aggregate orders in a single transaction unless HTFM and the Client determine that aggregation is not in the best interest of the Client. A Client may pay a higher brokerage commission if such Client’s trade is not aggregated to reduce transaction costs.

HTFM has developed a proprietary credit rating system to analyze the quality of portfolio companies. Using this system, HTFM analyzes and then rates the credit risk within a portfolio company on a monthly basis. Each portfolio company is rated on a 1 through 4 scale, with 3 representing the rating for a standard level of risk. A rating of 4 represents an improved and better credit quality. A rating of 2 or 1 represents a deteriorating credit quality and increasing risk. Newly funded portfolio companies are typically assigned a rating of 3, unless extraordinary circumstances require otherwise. HTFM closely monitors portfolio companies rated a 1 or 2 for adverse developments on a monthly or more frequent basis. These credit ratings are generated internally

by HTFM, and HTFM cannot guarantee that others would assign the same ratings to portfolio companies.

For Clients in which HTFM does not have discretionary authority to vote proxies on securities, HTFM votes proxies on securities only at the direct instruction of such Clients. To ensure that a vote by HTFM is not the product of a conflict of interest, HTFM requires that (i) employees involved in the decision-making process disclose to the chief compliance officer any potential conflict of interest of which he or she is aware and disclose any contact that he or she has had with any interested party regarding the vote and (ii) employees involved in the decisionmaking process or vote administration are prohibited from revealing how HTFM intends to vote on a proposal to reduce any attempted influence from interested parties.

Clients can obtain a copy of HTFM’s Proxy Voting Policy and information about how HTFM voted proxies relating to their securities, free of charge, by contacting HTFM as set forth on the cover page to this Brochure.