MUZINICH BDC, INC.
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(Name of Issuer - as specified in its charter)
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Common Stock
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(Title of Class of Securities)
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N/A
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(CUSIP Number)
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Paul Fehre
c/o Muzinich & Co., Inc.
450 Park Avenue
New York, New York 10022
(212) 888-3413
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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March 18, 2020
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(Date of Event which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSON
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Muzinich & Co., Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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14,662.635 shares of Common Stock
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8
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SHARED VOTING POWER
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N/A
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9
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SOLE DISPOSITIVE POWER
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14,662.635 shares of Common Stock
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10
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SHARED DISPOSITIVE POWER
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N/A
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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14,662.635 shares of Common Stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.67%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO; IA
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Shares Deemed to be
Beneficially Owned By: |
Nature of
Ownership |
Percentage
of Class |
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(A) Muzinich & Co., Inc.:
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Sole Voting and Sole Dispositive Power
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3.67%
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14,662.635
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MUZINICH & CO., INC.
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Date: March 25, 2020
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By:
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/s/ Paul Fehre |
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Name:
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Paul Fehre
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Title:
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Chief Operating Officer
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1. |
Transfer of the Transferred Capital Commitment and Transferred Shares. Transferor, for value received and subject to receipt of the consent of each of the Fund and the Adviser, which consents are
provided under Section 6 hereof, hereby sells, assigns, transfers and conveys to Transferee, and Transferee hereby purchases and accepts from Transferor, (a) 100% of Transferor’s right, title and interest in and to the Transferred
Shares, (b) Transferor’s rights and interests under the Subscription Agreement with respect to the Transferred Capital Commitment, in each case, free and clear of any claims, pledges, liens or other encumbrances, on the terms and
subject to the conditions as set forth herein (save for any encumbrances arising from the Subscription Agreement and/or the Governance Documents).
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2. |
Assumption of Obligations by Transferee. Transferee hereby assumes and agrees to perform and to be bound by all of the same duties and obligations under the Subscription Agreement as the “Subscriber”
thereunder having a Capital Commitment in an amount equal to the Transferred Capital Commitment. In furtherance and without duplication of the Transfer hereunder, Transferee has executed, and the Fund has accepted, a Transferee
Subscription Agreement in the form attached hereto as Appendix I (the “Transferee Subscription Agreement”).
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3. |
Treatment of Transferee Subscription Agreement. For the avoidance of doubt, as a result of the transactions contemplated hereunder, upon the Effective Date, each of (i) the Transferred Capital
Commitment (including the Transferred Undrawn Capital Commitment Amount), (ii) the contributions made by Transferor in respect of the purchase of the Transferred Shares prior to the Effective Date, and (iii) the distributions received
by Transferor in respect of the Transferred Shares prior to the Effective Date, shall be deemed to become the Capital Commitment (as defined in the Transferee Subscription Agreement, and including an Undrawn Capital Commitment (as
defined in the Transferee Subscription Agreement) equal to the Transferred Undrawn Capital Commitment Amount), contributions, and distributions, respectively, of Transferee (provided that, for the avoidance of doubt, Transferor shall
not be required to return, transfer to Transferee or otherwise deal with any distribution previously received by it) under the Transferee Subscription Agreement.
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4. |
Registration of Transfer. Each of Transferor and Transferee hereby authorize and instruct the Fund, the Adviser and US Bancorp Fund Services, LLC, in its capacity as transfer agent and/or
administrator to the Fund and/or any other successor entity or entities serving in either such capacity (collectively, the “Transfer Agent and Administrator”), as applicable, to register the Transfer on the Fund’s books and
records in all respects necessary and proper in order to give effect to the assignment to and assumption by Transferee of all rights and obligations under the Subscription Agreement with respect to the Transferred Capital Commitment and
the ownership by Transferee of the Transferred Shares. Each of Transferor and Transferee hereby covenants and agrees, on and from the Effective Date, to execute and deliver such further instruments and do such further acts and things
as may be reasonably required by the Fund, the Adviser and/or the Transfer Agent and Administrator in order to give effect to the foregoing.
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5.
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Payment of Aggregate Purchase Price.
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5.1 |
Transferee shall pay the Aggregate Purchase Price to Transferor on or before the Effective Date. Such payment shall be made by wire transfer of immediately available funds to Transferor’s bank
account, as follows:
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_______________
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_______________
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_______________
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_______________
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_______________
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6. |
Consent of the Fund and Adviser. The Fund and the Adviser hereby irrevocably consent to the Transfer in accordance with and for all purposes under the Subscription Agreement and the Governance
Documents on and from the Effective Date, and, subject to the terms hereof, confirm that all requirements in relation to such Transfer, withdrawal and release have been satisfied or to the extent not so satisfied waived and released
irrevocably. Without limiting the generality of the foregoing, for the avoidance of doubt, the Fund hereby waives the applicability of the second sentence of Section 15.3 of the Subscription Agreement in connection with and with
respect to the Transfer.
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7. |
Representations, Warranties and Covenants of Transferee. Transferee hereby represents, warrants and covenants to Transferor, the Adviser and the Fund as follows:
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7.1 |
Authorization of Transfer, etc. If Transferee is an entity, it is duly organized, formed or incorporated, as the case may be, and validly existing and in good standing under the laws
of Transferee's jurisdiction of organization, formation or incorporation, as the case may be. Transferee has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to accept
the Transfer contemplated hereunder. The Transfer and the execution, delivery and performance of this Agreement have been authorized by all necessary action on Transferee’s behalf. This Agreement has been duly executed and delivered
by Transferee, and is a legal, valid and binding obligation of Transferee, enforceable against Transferee in accordance with its terms.
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7.2 |
Compliance with Laws and Other Instruments. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby by Transferee, and the performance
of Transferee’s obligations hereunder do not conflict with or result in any violation of or default under any provision of any certificate of incorporation, memorandum or articles of association, by-laws, trust agreement, partnership
agreement or other organizational or governing instrument applicable to Transferee (if applicable), any agreement or other instrument to which Transferee is a party or by which Transferee or any of its properties are bound, or any
permit, franchise, judgment, decree, statute, order, rule or regulation applicable to Transferee or to its business or its properties. The Transfer has been made in accordance with the requirements of the Subscription Agreement, the
provisions of the Offering Memorandum, and all applicable laws and regulations applicable to the Transfer and Transferee.
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7.3 |
Transferee Status. Transferee (a) is an “accredited investor” within the meaning of Rule 501(a) of Regulation D (“Regulation D”) promulgated pursuant to Section 4(a)(2) of the
Securities Act of 1933, as amended; (b) has evaluated the merits and risks of purchasing the Transferred Capital Commitment and the Transferred Shares on the terms set out in this agreement on its own and without reliance upon
Transferor; (c) has such knowledge and experience in financial and business matters and in making investments of this type that it is capable of evaluating the merits and risks of the Transfer; (d) is aware of and has considered the
financial risks and financial hazards of purchasing the Transferred Capital Commitment and Transferred Shares on the terms set out in this agreement; and (e) is able to bear the economic risk of purchasing the Transferred Capital
Commitment and Transferred Shares and assuming the liabilities and obligations with respect thereto, including the possibility of complete loss with respect thereto.
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7.4 |
Purchase Price Determination. Transferee hereby releases and discharges the Fund, the Adviser and Transferor from any and all claims, demands, suits, causes of actions, liabilities,
obligations, judgments, orders, debts, liens and causes of action of every kind and nature, whether known or unknown, suspected or unsuspected, concealed or hidden, vested or contingent, in law or equity, existing by statute, common
law, contract or otherwise, which have existed, may exist in the future or do exist now, arising from or relating in any way to the Per Share Purchase Price, the Aggregate Purchase Price and/or any valuation and/or other data or
information provided by any of them to Transferee.
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7.5 |
Other Information. All information which Transferee has provided to the Fund, the Adviser and/or the Transfer Agent and Administrator concerning Transferee and Transferee’s status
(including without limitation in connection with Transferee’s completion of the Transferee Subscription Agreement) is correct and complete as of the date set forth herein. Transferee agrees to notify the Fund promptly in writing if
there is any change with respect to any of the information or representations made herein or in the Transferee Subscription Agreement and to provide the Fund with such further information as the Fund may reasonably require.
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8. |
Representations, Warranties and Covenants of Transferor. Transferor hereby represents, warrants and covenants to Transferee, the Adviser and the Fund as follows:
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8.1 |
Authorization of Transfer, etc. Transferor is an entity duly organized, formed or incorporated, as the case may be, and validly existing and in good standing under the laws of
Transferor's jurisdiction of organization, formation or incorporation, as the case may be. Transferor has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to
consummate the Transfer contemplated hereunder. The Transfer and the execution, delivery and performance of this Agreement have been authorized by all necessary action on Transferor’s behalf. This Agreement has been duly executed
and delivered by Transferor, and is a legal, valid and binding obligation of Transferor, enforceable against Transferor in accordance with its terms.
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8.2 |
Compliance with Laws and Other Instruments. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby by Transferor and the performance
of Transferor's obligations hereunder do not conflict with or result in any violation of or default under any provision of any certificate of incorporation, memorandum or articles of association, by-laws, trust agreement, partnership
agreement or other organizational or governing instrument applicable to Transferor, any agreement or other instrument to which Transferor is a party or by which Transferor or any of its properties are bound, or any permit, franchise,
judgment, decree, statute, order, rule or regulation applicable to Transferor or to its business or its properties. The Transfer has been made in accordance with the requirements of the Subscription Agreement, the provisions of the
Offering Memorandum, and all applicable laws and regulations applicable to the Transfer and Transferor.
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8.3 |
Title to Shares. Immediately prior to the Transfer, Transferor owns the Transferred Shares free and clear of any claims, pledges, liens or other encumbrances other than as set out in
the Subscription Agreement and/or the Governance Documents. Transferor has complied in full with all of its obligations under the Subscription Agreement and the Governance Documents and is not in default under any provision thereof.
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9. |
Expenses.
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9.1 |
Each of Transferor and Transferee shall bear all expenses incurred by it in connection with the Transfer.
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9.2 |
Transferor shall pay all reasonable expenses, including attorneys’ fees, incurred by the Fund in connection with the Transfer.
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10. |
Indemnification.
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10.1 |
Transferee shall and hereby agrees to indemnify and hold (i) Transferor, and (ii) the Fund, the Adviser and their affiliates and each of their respective controlling persons, officers,
directors, members, partners, and employees (collectively, the “Indemnified Parties”), free and harmless from and in respect of any and all claims, actions, demands, causes of action, liabilities, losses and expenses whatsoever
(including, without limitation, attorneys’ fees) arising from any breach by it of any of the representations, warranties and covenants set forth in Section 7 hereof.
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10.2 |
Transferor shall and hereby agrees to indemnify and hold (i) Transferee, and (ii) Indemnified Parties, free and harmless from and in respect of any and all claims, actions, demands, causes
of action, liabilities, losses and expenses whatsoever (including, without limitation, attorneys’ fees) arising from any breach by it of any of the representations, warranties and covenants set forth in Section 8 hereof.
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11. |
Release of Transferor from Transferred Capital Commitment; Subscription Agreement. In furtherance of the transactions described herein, Transferee, Transferor, the Fund and the Adviser hereby agree
to the withdrawal and release of Transferor with respect to all obligations and duties under the Subscription Agreement in respect of the Transferred Capital Commitment, with the result that Transferor shall have no further
obligations pursuant to the Subscription Agreement with respect to the Transferred Capital Commitment, and the Fund and the Adviser hereby irrevocably waive any claims or rights which the Adviser or the Fund has against Transferee or
any affiliate of Transferee under the Subscription Agreement with respect to the Transferred Capital Commitment. The parties hereto hereby agree that, save in respect of the Transfer, withdrawal and release, each as contemplated by
this Agreement, Transferor shall remain bound by the Subscription Agreement which shall continue in full force and effect, and is otherwise unamended.
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12. |
Amendments and Waivers. This Agreement may be amended only with the written consent of the parties hereto. No provision of this Agreement shall be deemed to have been waived unless such waiver is
given in writing, and no such waiver shall be deemed to be a waiver of any other or further obligation or liability of the other party or parties in whose favor such waiver was given.
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13. |
Survival of Representations and Warranties. All representations, warranties and covenants contained herein or made in writing by or on behalf of Transferee and Transferor in connection with the
transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement and the Transfer hereunder, and any investigation at any time made by or on behalf of the Fund, the Adviser, Transferee or
Transferor.
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14. |
Successors and Assigns. This Agreement (i) shall be binding upon and inure to the benefit of the parties hereto and the heirs, legal representatives, successors, and permitted assigns of the parties
hereto, and (iii) shall, if Transferee consists of more than one person, be the joint and several obligation of each such person.
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15. |
Notices. All notices, requests and other communications under this Agreement to a party will be in writing and will be deemed given (a) on the business day
sent, when delivered by hand, international courier or by e-mail during normal business hours, in each case to such party at its address (or number) set forth below or such other address (or number) as the party may specify by notice
to the other party hereto.
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16. |
Applicable Law. This Agreement (including, without limitation, Section 17 of this Agreement) (i) shall be binding upon the parties hereto and the heirs, legal representatives, successors, and
permitted assigns of the parties hereto and shall inure to the benefit of the parties hereto and their respective successors and assigns, (ii) shall be governed, construed, and enforced in accordance with the laws of the State of New
York.
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17. |
Jurisdiction. Any controversy or claim arising out of or relating to this Agreement shall be settled by confidential binding arbitration administered by the American Arbitration Association under
its Commercial Arbitration Rules. The place of arbitration shall be New York, New York. Notwithstanding the foregoing, the parties agree that no consequential, indirect, exemplary or punitive damages shall be awarded in any such
arbitration. The costs of the arbitration (other than fees and expenses of counsel, which shall be the responsibility of the parties retaining such counsel) shall be shared equally by the parties, subject to the indemnification
provisions set forth in Section 10. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. EACH PARTY HERETO HEREBY WAIVES THE RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY ON ANY
CLAIM, COUNTERCLAIM, SETOFF, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, OR (B) IN ANY WAY IN CONNECTION WITH OR PERTAINING OR RELATED TO OR INCIDENTAL TO ANY DEALINGS OF THE PARTIES
WITH RESPECT TO THIS AGREEMENT OR IN CONNECTION WITH THIS AGREEMENT OR THE EXERCISE OF ANY PARTY'S RIGHTS AND REMEDIES UNDER THIS AGREEMENT OR OTHERWISE, OR THE CONDUCT OR THE RELATIONSHIP OF THE PARTIES HERETO, IN ALL OF THE
FOREGOING CASES WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE.
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18. |
Headings, etc. The table of contents and the headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof.
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19. |
Entire Agreement; Severability. This Agreement, the Subscription Agreement and the Transferee Subscription Agreement, in each case subject to the Governing Documents, contain the entire agreement of
the parties with respect to the subject matter hereof, and there are no representations, covenants or other agreements except as stated or referred to herein or therein. If any provision of this Agreement is invalid or unenforceable
under any applicable law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such applicable law. Any provision hereof which may be held invalid or
unenforceable under any applicable law shall not affect the validity or enforceability of any other provisions hereof, and to this extent the provisions hereof shall be severable.
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20. |
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.
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21. |
Third Party Rights. A person who is not a party to this Agreement may not, in its own right or otherwise, enforce any term of this Agreement; provided, however, that the Indemnified Parties are
third party beneficiaries of Section 10 hereof and are entitled to enforce the same. Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement is not required for any amendment
to, or variation, release, rescission or termination of this Agreement
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TRANSFEROR: | ||
MUZINICH & CO., INC.
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By:
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Name | ||
Title | ||
TRANSFEREE (please complete appropriate signature block):
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INDIVIDUAL TRANSFEREE*
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Print Name:_________________________________
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Signature:__________________________________
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INSTITUTIONAL TRANSFEREE
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Name of Institutional
Transferee:_________________________________
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By: ____________________________________
Name:
Title:
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*If Individual Retirement Account (“IRA”), must be in the form of:(the name of the IRA Custodian) for the benefit of (the name of the individual) and must also be acknowledged by custodian or trustee
below.
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Acknowledgment by IRA Custodian or Trustee with respect to Investment for an IRA:
By
signing below, the undersigned custodian or trustee of the IRA for the benefit of the Individual Transferee named above (the “Client IRA”) acknowledges that investment in the Fund is being made through the Client IRA from the below referenced
account and certifies that the Client IRA has directed the custodian or trustee to sign this Transfer Agreement on behalf of the IRA. The trustee or custodian’s contact, account reference number and Tax ID are set forth below.
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Name of IRA Holder:
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__________________________________________
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Name and Address of Custodian:
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__________________________________________
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Name of Registered Representative (if applicable)
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__________________________________________
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Registered Representative Mailing Address
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__________________________________________
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Registered Representative E-Mail Address
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__________________________________________
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Contact Individual:
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__________________________________________
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IRA Account or Other Reference Number:
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__________________________________________
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Trustee/Custodian’s Tax I.D. Number:
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__________________________________________
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Acknowledgement by Custodian:
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__________________________________________
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By: _________________________________
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Name:
_________________________________
Title:
_________________________________
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ADVISER: | ||
Muzinich BDC Adviser, LLC
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By: Muzinich & Co., Inc., acting solely as its
Managing Member
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By:
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Name | ||
Title | ||
FUND: | ||
Muzinich BDC, Inc.
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By:
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Name | ||
Title |
Name of Subscriber: ______________________________________
Transferred Capital Commitment: $____________________________
(See the instructions on page ii of this Transferee Subscription Agreement.)
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Page |
Directions for the Completion of the Transferee Subscription Documents
........................................................................................................................................................................................................................................................................................
i
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Transferee Subscription Agreement
......................................................................................................................................................................................................................................................................................................................................................
1
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Schedule 1 to Transferee Subscription Agreement: Subscriber Information (For All Subscribers)
......................................................................................................................................................................................................................................................
22
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Schedule 2 to Transferee Subscription Agreement: Status as Benefit Plan Investor or Other Plan Investor
(For ERISA Stockholders, including IRAs, and Other Plan Investors Only)
.......................................................................................................................................................................................................................................................................................
33
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Annex A to Transferee Subscription Agreement: Subscriber Questionnaire for Individual Investors (including IRAs)
....................................................................................................................................................................................................................... 37
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Annex B to Transferee Subscription Agreement: Subscriber Questionnaire for Institutional Investors
...............................................................................................................................................................................................................................................
41
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Exhibit A: Anti-Money Laundering Questionnaire
.............................................................................................................................................................................................................................................................................................................................
47
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Appendix A: Privacy Policy of the Company
.......................................................................................................................................................................................................................................................................................................................................
61
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1. |
For Individual Subscribers (including IRAs).
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1.1. |
Fill in the name of the Subscriber and the amount of the Capital Commitment on page 1 of the Transferee Subscription Agreement.
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1.2. |
Initial each category that applies to the Subscriber in Section 8.10 on pages 12 and 13 of the Transferee Subscription Agreement and, if applicable, provide the requested information in the last set of blanks.
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1.3. |
Fill in the name of the Subscriber and the date (print name of Subscriber) on page 20 of the Transferee Subscription Agreement and sign in the blank provided. For individuals investing through an IRA, the name and signature
of, and other information relating to, the Custodian/Trustee of the IRA is required on page 20.
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1.4. |
All Subscribers must complete Schedule 1; IRA subscribers must also complete Schedule 2.
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1.5. |
Complete Annex A by checking the appropriate box or boxes.
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1.6. |
Complete Exhibit A.
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2. |
For Institutional Subscribers.
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2.1. |
Fill in the name of the Subscriber and the amount of the Capital Commitment on page 1 of the Transferee Subscription Agreement.
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2.2. |
Initial each category that applies to the Subscriber in Section 8.10 on pages 12 and 13 of the Transferee Subscription Agreement and, if applicable, provide the requested information in the last set of blanks.
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2.3. |
Fill in the name of the Subscriber and the date (print name and title of authorized signatory) on page 20 of the Transferee Subscription Agreement and sign in the blank provided.
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2.4. |
All Subscribers must complete Schedule 1 and Benefit Plan Investors and Other Plan Investors (each as defined in Schedule 2) must also complete Schedule 2.
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2.5. |
Complete Annex B by checking the appropriate box or boxes.
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2.6. |
Complete Exhibit A.
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3. |
Required IRS Certifications – For all Subscribers: Institutional and Individual Investors. Fill in, sign (print name and title of authorized signatory, if applicable)
and date the applicable form of the U.S. Internal Revenue tax form W-9, W-8BEN,
W-8BEN-E,W-8EXP,W-8IMY or W-8ECI (please use the most recent version of the applicable tax form). These tax forms are available on request from the Company and may also be obtained from www.irs.gov.
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4. |
Delivery of Subscription Documents. Please deliver two completed and original signed copies of the Subscription Documents and any required evidence of
authorization to the Company at the following address:
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5. |
If the Company accepts your subscription (in whole or in part), the Company will countersign the Transferee Subscription Agreement and deliver a copy of it to you following the Closing at the address you provide in the
Subscription Documents.
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6. |
Inquiries. If you have questions concerning any of the information requested, you should ask your attorney, accountant or other financial advisor. Inquiries regarding
subscription procedures should be directed to _____________ at (212) 888-3413, e-mail: _____________.
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(I) |
such Transfer would not violate the Securities Act or any state (or other jurisdiction) securities or “Blue Sky” laws applicable to the Company or the Shares to be Transferred;
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(II) |
such Transfer would not cause all or any portion of the assets of the Company to constitute “plan assets” for purposes of ERISA or Section 4975 of the Code;
|
(III) |
such Transfer will not violate any law, regulation or other governmental rule applicable to such Transfer; and
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(IV) |
such Transfer will not (A) subject the Company, the Adviser or any of their affiliates or any officer, director or employee of the Company or the Adviser or any of their affiliates to additional regulatory requirements the
compliance with which would subject the Company or such other Person to material expense or burden (unless such affected person consents to such Transfer).
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INDIVIDUAL SUBSCRIBER*:
______________________________________
Name of Individual Subscriber |
INSTITUTIONAL SUBSCRIBER:
______________________________________
Name of Institutional Subscriber |
Signature:_____________________________
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By:___________________________________
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Print Name:____________________________
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Print Name:____________________________
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Date: _________________________________
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Title: _________________________________
|
Date: _________________________________
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*If IRA, must be in the form of:(the name of the IRA Custodian) for the benefit of (the name of the individual) and must also be acknowledged by
custodian or trustee below.
|
Acknowledgment by IRA Custodian or Trustee with respect to Investment for an IRA:
By signing below, the undersigned custodian or trustee of the IRA for the benefit of the Individual Subscriber named above (the “Client IRA”) acknowledges that investment in the Company is being made through the Client IRA from the below referenced account and certifies that the Client IRA has directed
the custodian or trustee to sign this Subscription Agreement on behalf of the IRA. The trustee or custodian’s contact, account reference number and Tax ID are set forth below.
|
|
Name of IRA Holder:
|
__________________________________________
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Name and Address of Custodian:
|
__________________________________________
|
Name of Registered Representative (if applicable)
|
__________________________________________
|
Registered Representative Mailing Address
|
__________________________________________
|
Registered Representative E-Mail Address
|
__________________________________________
|
Contact Individual:
|
__________________________________________
|
IRA Account or Other Reference Number:
|
__________________________________________
|
Trustee/Custodian’s Tax I.D. Number:
|
__________________________________________
|
Acknowledgement by Custodian:
|
__________________________________________
|
By:
Name:
Title:
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ALL SUBSCRIBERS, PLEASE FOLLOW THESE INSTRUCTIONS: ALL SUBSCRIBERS: If you do not complete the
applicable Schedule(s) or Annexes attached hereto, your Subscription Agreement shall be deemed incomplete and will be returned to you.
INDIVIDUAL SUBSCRIBERS: Please complete Schedules 1 and 2 (if
applicable) and Annex A attached hereto.
INSTITUTIONAL SUBSCRIBERS: Please
complete Schedules 1 and 2 (if applicable) and Annex B attached hereto.
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Agreed to and Accepted by
MUZINICH BDC, INC.
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as of ______________________________, 20___
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$___________________________
Amount of Commitment Accepted |
By: __________________________________________
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Print Name: ___________________________________
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Title: _________________________________________
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U.S. Bank
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ABA#
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[ ]
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DDA#
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Ultimate Acct Name:
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[ ]
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FFC:
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[ ]
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Name: ___________________________________________________________________________
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Address: _________________________________________________________________________
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Telephone Number: _________________________________________________________________
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Telefax Number (if available): ________________________________________________________
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E-mail Address: ___________________________________________________________________
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3.1
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3.2
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__________________________
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___________________________
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Signature
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Signature
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__________________________
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___________________________
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Name (and title, if applicable)
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Name (and title, if applicable)
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__________________________
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___________________________
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Telephone number
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Telephone number
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3.3
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3.4
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__________________________
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___________________________
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Signature
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Signature
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__________________________
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___________________________
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Name (and title, if applicable)
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Name (and title, if applicable)
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__________________________
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___________________________
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Telephone number
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Telephone number
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Primary Contact
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Secondary Contact
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Name
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_____________________________
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______________________________
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Company (if applicable)
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_____________________________
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______________________________
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Title (if applicable)
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_____________________________
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______________________________
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Address
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_____________________________
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______________________________
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_____________________________
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______________________________
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Phone
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_____________________________
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______________________________
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Fax
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_____________________________
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______________________________
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E-mail
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_____________________________
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______________________________
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Primary Contact
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Secondary Contact
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Funding Notices
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Annual Financial Statements
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Quarterly Reports
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1099s and Tax Information
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Original Legal Documents
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Copy of Legal Documents
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Amendments or Other Documents to be Signed
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Other Investor Correspondence
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Distribution Notice
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For All Subscribers
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◻Wire distributions to:
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◻Send check to:
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Bank Name:
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________________________
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________________________
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Bank Address:
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________________________
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________________________
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Bank ABA #:
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________________________
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________________________
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Account Number:
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________________________
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________________________
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Account Name:
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________________________
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________________________
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Reference:
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________________________
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________________________
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Contact Name:
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________________________
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________________________
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Phone:
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________________________
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________________________
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Email:
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________________________
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________________________
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SWIFT Code:
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________________________
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________________________
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Comments:
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________________________
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________________________
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For Non-US Subscribers Only:
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US Correspondent Bank Name:
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________________________
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________________________
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US Correspondent Bank’s Routing Codes (either ABA # or CHIPS #):
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________________________
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________________________
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Beneficiary’s Bank’s Name:
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________________________
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________________________
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Beneficiary’s Bank’s Routing Codes (either BIC # or UID #):
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________________________
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________________________
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Beneficiary’s Name:
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________________________
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________________________
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Beneficiary’s Account Number:
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________________________
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________________________
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Additional Reference Information:
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________________________
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________________________
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8.1 | You understand that the entire amount of your investment may be lost. ◻ Yes ◻ No |
8.2 |
You have prior experience investing in, and are familiar with, the types of investments in which the Company will invest. ◻ Yes ◻ No
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8.3 |
Following your investment in the Company, you will have adequate means of providing for your current needs and contingencies and you have no need for liquidity in this investment. ◻ Yes ◻ No
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8.4 |
If you are an Individual Investor, your investment in the Company represents less than 5% of your net worth (excluding principal residence). ◻ Yes ◻ No
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10.1 |
Has the beneficial owner, within the last ten (10) years, been convicted of a felony or misdemeanor (a) in connection with the purchase or sale of any security, (b) involving the making of any false filing with the SEC or (c) arising
out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities?
◻ Yes ◻ No
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10.2 |
Is the beneficial owner subject to any order, judgment or decree of any court of competent jurisdiction, entered in the last five (5) years, that restrains or enjoins the beneficial owner from engaging in or continuing to engage in
any conduct or practice (a) in connection with the purchase or sale of any security, (b) involving the making of a false filing with the SEC or (c) arising out of the conduct of the business of an underwriter, broker, dealer, municipal
securities dealer, investment adviser or paid solicitor of purchasers of securities?
◻ Yes ◻ No
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10.3 |
Is the beneficial owner subject to a Final Order3 of a state securities commission (or an agency or officer of a state performing like functions), a
state authority that supervises or examines banks, savings associations, or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S.
Commodity Futures Trading Commission, or the National Credit Union Administration, that:
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(1) |
association with an entity regulated by such commission, authority, agency, or officer;
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(2) |
engaging in the business of securities, insurance, or banking; or
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(b) |
constitutes a Final Order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct within the last ten (10) years?
◻ Yes ◻ No
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10.4 |
Is the beneficial owner subject to an order of the SEC pursuant to Section 15(b) or 15B(c) of the Exchange Act or Section 203(e) or (f) of the Advisers Act that (a) suspends or revokes the beneficial owner’s registration as a broker,
dealer, municipal securities dealer or investment adviser, (b) places limitations on the beneficial owner’s activities, functions or operations, or (c) bars the beneficial owner from being associated with any entity or from
participating in the offering of any penny stock?
◻ Yes ◻ No
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10.5 |
Is the beneficial owner subject to any order of the SEC, entered in the last five (5) years, that orders the beneficial owner to cease and desist from committing or causing a violation or future violation of (a) any scienter-based
anti-fraud provision of the federal securities laws (including without limitation Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c)(1) of the Exchange Act and Section
206(1) of the Advisers Act, or any other rule or regulation thereunder) or (b) Section 5 of the Securities Act?
◻ Yes ◻ No
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10.6 |
Is the beneficial owner suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for
any act or omission to act constituting conduct inconsistent with just and equitable principles of trade?
◻ Yes ◻ No
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10.7 |
Has the beneficial owner filed as a registrant or issuer, or has the beneficial owner been named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within the last five (5)
years, (a) was the subject of a refusal order, stop order, or order suspending the Regulation A exemption or (b) is currently the subject of an investigation or a proceeding to determine whether such a stop order or suspension order
should be issued?
◻ Yes ◻ No
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10.8 |
Is the beneficial owner subject to (a) a United States Postal Service false representation order entered into within the last five (5) years, or (b) a temporary restraining order or preliminary injunction with respect to conduct
alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations?
◻ Yes ◻ No
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10.9 |
If the answer is “yes” to any of questions 10.1 through 10.8 above, has the beneficial owner obtained a waiver from disqualification under Rule 506(d)(2) either (a) from the SEC or (b) from the court or regulatory authority that
entered the relevant order, judgment or decree?
◻ Yes ◻ No
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Subscriber’s plan name:
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___________________________________________________________________________ | |
Subscriber’s plan number:
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___________________________________________________________________________ | |
Name of plan sponsor:
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___________________________________________________________________________ | |
EIN of plan sponsor:
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___________________________________________________________________________ | |
Name of plan trustee:
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___________________________________________________________________________ |
2 |
For purposes of calculating net worth hereunder, an individual need not deduct from his or her net worth the amount of mortgage debt secured by an excluded primary residence, except to the extent that the amount of the mortgage
liability exceeds the fair value of the residence. The Subscriber must also subtract from his or her net worth any indebtedness secured by his or her primary residence that was obtained within sixty days preceding the effective date of
his or her subscription, unless such indebtedness was used to acquire the residence (in which case, the rule set forth in the preceding sentence would govern the application of such indebtedness when calculating the Subscriber’s net
worth).
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3 |
This information may be found online at www.treas.gov/ofac.
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4 |
A person who is widely and publicly known to maintain an unusually close relationship with the senior non-US political figure, including a person who is in a position to conduct substantial financial transactions on behalf of such
figure.
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1 |
This information may be found online at www.treas.gov/ofac.
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2 |
This information may be found online at www.treas.gov/ofac.
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3 |
A non-US shell bank is a non-US bank without a physical presence in its country of domicile/ incorporation.
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4 |
A person who is widely and publicly known to maintain an unusually close relationship with the senior non-US political figure, including a person who is in a position to conduct substantial financial transactions on behalf of such
figure.
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5 |
Any U.S. state or political subdivision of a U.S. state, including:
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(i) |
Any agency, authority, or instrumentality of the U.S. state or political subdivision;
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(ii) |
A pool of assets sponsored or established by the U.S. state or political subdivision or any agency, authority or instrumentality thereof, including, but not limited to a “defined benefit plan” as defined in section 414(j) of the
Internal Revenue Code (26 U.S.C. 414(j)), or a U.S. state general fund;
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(iii) |
Any participant-directed investment program or plan sponsored or established by a U.S. state or political subdivision or any agency, authority or instrumentality thereof, including, but not limited to, a “qualified tuition plan”
authorized by section 529 of the Internal Revenue Code (26 U.S.C. 529), a retirement plan authorized by section 403(b) or 457 of the Internal Revenue Code (26 U.S.C. 403(b) or 457), or any similar program or plan; and
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(iv) |
Officers, agents, or employees of the U.S. state or political subdivision or any agency, authority or instrumentality thereof, acting in their official capacity.
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1.
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Subscriber Name:
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(Must provide full first name; no initials allowed)
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2.
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Address of Domicile (must be residential or business street address):
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3.
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Place of Birth:
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4.
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Date of Birth:
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5.
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Passport Number:
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6.
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Source of Wealth:
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7.
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Current Occupation and Business Affiliations:
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8.
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Is the Subscriber a non-U.S. Person? ◻ Yes ◻ No
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(If Yes, Complete Foreign Due Diligence Questionnaire)
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9.
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(a) Identity Verification Documents (Please provide a copy of one of the following and check the corresponding box):
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Current Valid Passport: ◻
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Current Valid Driver’s License with Photo and Signature: ◻
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Other government issued identification bearing a photograph: ◻ Describe: _______________________________________________
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(b) Address Verification Document (Please check the applicable box(es) below and provide
the corresponding documents, if applicable)
Subscriber is a U.S. Person. Address Verification Documentation is not required. ◻
The document provided in response to Section 9(a) above states the Subscriber’s current permanent residential address. Further Address Verification Document is not required. ◻
A copy of additional documentation verifying the Subscriber’s current permanent residential address (e.g., utility bill, letter from financial institution, etc.) is enclosed herewith. ◻
This Investor Profile Form – Individual Account is being completed with respect to an individual in connection with the subscription of a Subscriber that is a “Foreign Person” and/or a
“foreign financial institution”, as described in footnote 1 above. Address Verification Document is not required. ◻
Subscriber Signature
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I hereby certify the information above and any information provided in connection herewith is true and correct.
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Name
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Signature
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Date
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1.
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Subscriber Name:
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(enter legal name)
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(a) Subscriber is (check one, if applicable):
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◻ an employee benefit plan established under ERISA
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◻ a U.S. federal or state government, agency or instrumentality (including any U.S. federal or statement governmental pension plan)
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◻ a U.S. publicly traded company (on New York Stock, Nasdaq or American Stock Exchange) (other than a bank), or any subsidiary of such a company that is organized under the laws of the
United States or any state whose common stock or analogous equity interest is owned at least 51% by the listed entity
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◻ a U.S. registered broker-dealer
◻ a bank, trust company, credit union or thrift institution regulated by a federal or state banking regulator
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◻ a futures commission merchant, introducing broker, commodity pool operator, or commodity trading advisor that is registered with the U.S. Commodity Futures Trading Commission (the “CFTC”)
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Note: If Subscriber is any of the types of entities included in Section 1(a) above, the balance of the information on this Investor Profile Form need not
be completed, but please execute this Investor Profile Form on the following page.
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IF NONE OF THE ABOVE, COMPLETE THE BALANCE OF FORM
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(b)
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Type of Subscriber:
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(i.e. corporate cash account, foundation or endowment, insurance assets, etc.)
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(c)
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Place of Incorporation or Formation:
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(d)
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Date of Incorporation or Formation:
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(e)
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Principal business activity:
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2.
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Principal Business Street Address:
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3.
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Taxpayer I.D. Number (or foreign government ID number):
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4.
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Source of Investment Funds:
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5.
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Is Subscriber a “foreign financial institution” as defined under 31 C.F.R. 1010.605? ◻ Yes ◻ No
(If Yes, Complete Foreign Due Diligence Questionnaire)
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6.
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Authorized Subscriber Contacts:
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(if the Subscriber was formed within the previous 6 months fill out Investor Profile Form – Individual Investor for at least one authorized signer on account)
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(a)
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Name:
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(Must provide full first name; no initials allowed)
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(b)
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Title/Relationship:
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7.
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Is Subscriber account to be held in the name of a registered investment adviser, a commingled fund or an intermediary that is not a registered broker-dealer or a registered investment
company? ◻ Yes ◻ No
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8.
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Verification Documents (Please provide a copy of each of the following documents that apply:
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Recent Audited Financial Statement(s) or Annual Report:
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Client’s Organizational Documents (Certificate of Incorporation, Limited Partnership Agreement, Trust
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Agreement or equivalent):
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In the case of a trust, provide evidence of the existence of the trust (e.g. a copy of the trust instrument)
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9.
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Beneficial ownership information
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(a) Subscriber is (check one, if applicable):
◻ a U.S. registered investment adviser
◻ an exchange or clearing agency registered with the U.S. Securities and Exchange Commission under Section 6 or 17A of the U.S. Securities Exchange Act of 1934
◻ an entity not listed above that is otherwise registered under the U.S. Securities Exchange Act of 1934
◻ a public accounting firm registered under Section 102 of the Sarbanes-Oxley Act
◻ a bank holding company or savings and loan holding company
◻ a registered entity, retail foreign exchange dealer, swap dealer, or major swap participant that is registered with the CFTC
◻ an insurance company that is regulated by a state
◻ a financial market utility designated by the Financial Stability Oversight Council
◻ a foreign financial institution established in a jurisdiction where the regulator of such institution maintains beneficial ownership information regarding such
institution
◻ a pooled investment vehicle that is operated or advised by a financial institution listed above
◻ A non-U.S. governmental department, agency or political subdivision that engages only in governmental rather than commercial activities
◻ A non-U.S. foreign financial institution that is required to complete the Foreign Due Diligence Questionnaire in accordance with Section 5 above
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(b) If none of the above, please fill out the Certification Regarding Beneficial Owners of Legal Entity Customers Form.
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10.
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Has Subscriber indicated that it is a “Foreign Person” in Section 6.2 of Annex B to the Subscription Agreement?
◻ Yes ◻ No
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(If Yes, please attach an Investor Profile Form – Individual Account for each individual identified in Section 3 of Schedule 1 to the Subscription Agreement). |
Subscriber Representative Signature
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I hereby certify the information above and any information provided in connection herewith is true and correct.
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Name, Title
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Signature
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Date
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Subscriber Name:
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Custodian:
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List all nominal and beneficial owners of the account holding an interest therein of 25% or greater:
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1.
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Individual subscribing in his/her own name acting on his/her own behalf ◻ Check Box
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2.
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Individual subscribing on behalf of other persons ◻Check Box
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List of other persons:
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3.
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Closely held entity ◻ Check Box
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List persons who exercise control over subscriber (either because of signing authority or significant economic interest):
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4.
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Trust ◻ Check Box
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List persons who control funds in trust:
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Attach an Investor Profile Form – Individual Account for each individual listed above.
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Subscriber Signature
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I hereby certify the information above and any information provided in connection herewith is true and correct.
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Name:
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Signature:
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Date:
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1. Last Name
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2. First Name
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3. M.I.
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4. Date of birth(MM/DD/YYYY)
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5. Address
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6. City
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7. State
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8. ZIP/Postal Code
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9. Country
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10. SSN (U.S. Persons)
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11. For Non-U.S. persons (SSN, Passport Number or other similar identification number)
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12. Country of Issuance:
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1. Last Name
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2. First Name
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3. M.I.
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4. Date of birth
(MM/DD/YYYY)
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5. Address
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6. City
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7. State
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8. ZIP/Postal Code
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9. Country
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10. SSN (U.S. Persons)
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11. For Non-U.S. persons (SSN, Passport Number or other similar
identification number)
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12. Country of Issuance:
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1. Last Name
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2. First Name
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3. M.I.
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4. Date of birth
(MM/DD/YYYY)
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5. Address
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6. City
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7. State
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8. ZIP/Postal Code
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9. Country
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10. SSN (U.S. Persons)
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11. For Non-U.S. persons (SSN, Passport Number or other similar identification number)
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12. Country of Issuance:
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1. Last Name
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2. First Name
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3. M.I.
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4. Date of birth
(MM/DD/YYYY)
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5. Address
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6. City
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7. State
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8. ZIP/Postal Code
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9. Country
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10. SSN (U.S. Persons)
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11. For Non-U.S. persons (SSN, Passport Number or other similar
identification number)
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12. Country of Issuance:
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1. Last Name
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2. First Name
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3. M.I.
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4. Date of birth
(MM/DD/YYYY)
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5. Address
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6. City
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7. State
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8. ZIP/Postal Code
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9. Country
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10. SSN (U.S. Persons)
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11. For Non-U.S. persons (SSN, Passport Number or other similar identification number)
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12. Country of issuance:
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I. |
Privacy of Company Investor Information Policy
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i. |
As necessary to provide the service that the Investor requested or authorized, or to maintain and service the Investor’s account. The Firm will require that any financial intermediary, agent or sub-contractor utilized by the Firm
(such as brokers or fund administrators) comply with substantially similar standards for non-disclosure and protection of Confidential Investor Information and use the information provided by the Firm only for the performance of the
specific service requested by the Firm.
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ii. |
As required by regulatory authorities or law enforcement officials who have jurisdiction over the Firm, or as otherwise required or permitted by any applicable law. In the event the Firm is compelled to disclose Confidential
Investor Information, the Firm, if permitted by law, may provide prompt notice to the affected Investors, so that the Investors may have the opportunity to seek a protective order or other appropriate remedy. If no protective order or
other appropriate remedy is obtained and the Firm is compelled to disclose Confidential Investor Information, the Firm shall disclose only such information, and only in such detail, to the extent legally required as determined by the
Firm in its reasonable judgment.
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• |
The categories of nonpublic personal information the Firm collects.
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• |
The categories of nonpublic personal information the Firm may disclose.
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• |
The categories of affiliates and nonaffiliated third parties to which the Firm discloses nonpublic personal information.
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• |
The categories of nonpublic personal information about former customers that the Firm discloses and the categories of affiliates and nonaffiliated third
parties to which the Firm discloses this information.
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• |
The categories of nonpublic personal information that the Firm may disclose under agreements with third party service providers and joint marketers and
the categories of third parties providing the services.
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• |
An explanation of the Investor’s right to opt out of the disclosure of nonpublic personal information to nonaffiliated third parties, and the methods by
which an Investor may opt out.
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• |
A description of the Firm's policies and practices for protecting the confidentiality and security of nonpublic personal information.
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