Muzinich & Co. (Ireland) Limited 2 nd Floor, Beaux Lane House, Mercer Street Lower Dublin 2 Ireland

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1 Muzinich & Co. (Ireland) Limited 2 nd Floor, Beaux Lane House, Mercer Street Lower Dublin 2 Ireland MUZINICH FUNDS MUZINICH AMERICAYIELD FUND UNITHOLDER CIRCULAR This document is important and requires your immediate attention. If you are in any doubt as to the action you should take you should seek advice from your investment advisor/consultant. If you have sold or transferred all of your Units in Muzinich Funds, please pass this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee as soon as possible. If you are a nominee Unitholder, please pass a copy of this document and its attachments to your clients. Capitalised terms used in this document shall bear the same meaning as the capitalised and defined terms used in the Prospectus of the Trust. A copy of the Prospectus of the Trust is available upon request during normal business hours from the registered office of the Trust. This circular is not required to be and has not been reviewed by the Central Bank of Ireland (the "Central Bank"). Date: 13 March 2015 Re: Approval of Amendments to the Trust Deed, Prospectus and relevant Supplement of Muzinich Funds (the "Trust") Muzinich Americayield Fund (the "Fund") Dear Unitholder A. INTRODUCTION The Trust is authorised by the Central Bank as a UCITS established as a unit trust pursuant to the Unit Trusts Act, The purpose of this letter is to inform Unitholders of certain proposed amendments to the Trust Deed, Prospectus and Supplement for the Fund and to seek their approval for these changes. The proposed amendments are: (i) to increase the maximum Manager's Fee as disclosed in the Fund documentation; and (ii) to amend the investment objectives of the Fund. These changes require Unitholder approval and are being considered as items of special business at the forthcoming Extraordinary General Meeting of the Trust (the "Trust EGM") and at the Extraordinary General Meeting of the Fund (the "Fund EGM") respectively. Registered in Ireland as a limited liability company. Registered Number: Registered Office: as above. Directors: Michael Ludwig (German), Mark W. Clark (U.S.), Aiga Romanovsky (U.S.), Frank O Brien (Irish), Brian O Loughlin (Irish) Regulated by the Central Bank of Ireland.

2 B. CHANGES TO THE MAXIMUM MANAGER'S FEE At present, the Manager may charge a Manager's Fee of up to 1.50% of NAV and this is disclosed in the Prospectus and the Trust Deed. The Supplement for the Fund sets out the actual Manager's Fee that is being charged on a Unit Class basis. It is proposed to increase the maximum Manager's Fee that may be payable by the Fund to 4.00% of NAV and the disclosure in the Prospectus and the Trust Deed shall be updated to reflect this. It should be noted that it is not intended to increase current fee levels in launched Unit Classes. Rather, the purpose of the fee increase in the constitutional document and the Prospectus is to provide the Manager with the flexibility to create higher fee classes in the future. It is further proposed to clarify in the Trust Deed that a Manager's Administrative Fee may be charged in addition to the Manager's Fee. Where an Administrative Fee is charged, the Manager pays the Administrator's fees and the Trustee's fees out of this fee. The Supplements for the Funds incurring this fee have always provided for these two fees separately and the opportunity is now being taken to update the Trust Deed accordingly to ensure consistency across the Trust documentation. Please note that the Manager's Fee and the Manager's Administrative Fee are separate to the performance fees that may be charged by the Fund. Further information in relation to this is set out in the Prospectus and the Supplement for the Fund. Please see the revised extracts from the Prospectus and the Trust Deed at Schedule A for your information. Please note the revised wording is subject to the approval of the Central Bank and non-material amendments may be made to the proposed text where necessary. C. CHANGES TO THE INVESTMENT OBJECTIVES It is proposed to amend the investment objectives of the Fund in order to achieve the following: i. To ensure transparency for investors with respect to what the Fund aims to achieve. The language in the Supplement has been condensed to clarify the investment objectives of the Fund. It is confirmed that this will not change the actual management of the portfolios. ii. To clarify the investment objectives of the Fund for investors where previously the investment objective and policies sections were combined as one section. Note that language regarding the asset classes in which the Fund invests has been included in the policy section for the Fund. It is confirmed by the Manager that the amendments made to the investment objectives are not material changes which would significantly alter the asset type, credit quality, borrowing limits or risk profile of the Fund. The exact wording of the revised investment objective of the Fund is set out at Schedule B for your information. Please note the revised wording is subject to the approval of the Central Bank and non-material amendments may be made to the proposed text where necessary.

3 D. NOTICE OF MEETING You will find enclosed a notice of the Trust EGM and of the Fund EGM, both of which will be held at 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland on 10 April The Trust EGM will be held at a.m. (Irish time) and the Fund EGM will be held at a.m. (Irish time). At the Trust EGM, Unitholders of the Trust will be asked to consider the amendments to the Trust Deed and Prospectus of the Trust as an item of special business. At the Fund EGM, Unitholders of the Fund will be asked to consider the amendments to the Supplement for the Fund as an item of special business. The changes to the Trust Deed, Prospectus and Supplement for the Fund require the approval of the Unitholders by way of special resolution. This means that, in respect of the Trust EGM and the Fund EGM, at least 75% of the Unitholders present and voting in person or by proxy must vote in favour of the applicable resolutions. The precise terms of the proposed amendments are set out in the schedules attached to this letter and will be available for inspection at the offices of the Secretary, the place of the Trust EGM and the Fund EGM, from the date of dispatch of this letter until at least fifteen minutes prior to and during each meeting. A copy of the revised Trust Deed, Prospectus and Supplement is available upon request from the Secretary. E. PROXY FORMS The form of proxy accompanying the notice of the Trust EGM and of the Fund EGM enclosed with this letter at Schedule C has been combined for use in relation to each EGM and should be completed and returned in accordance with the instructions thereon, so as to be received at the registered office of the Secretary as soon as possible and in any event not later than 48 hours before the time fixed for the holding of the meeting. Completion and return of a form of proxy will not preclude a Unitholder from attending and voting in person at either the Trust EGM or the Fund EGM. Unitholders should note that only one form of proxy is required to be completed, in accordance with the instructions outlined in Schedule C, in respect of all Units held by a Unitholder in the various Funds of the Trust. F. EFFECTIVE DATE OF CHANGES IF APPROVED Subject to Unitholder approval, the changes to the Trust Deed, Prospectus and Supplement for the Fund will take effect on the later of the date of the meetings or on the date on which any documentation required by the Central Bank and submitted by the Trust has been approved by the Central Bank. Dissenting Unitholders will be provided with sufficient opportunity to redeem prior to the changes taking effect in accordance with the dealing provisions outlined in the Prospectus and the requirements of the Central Bank. G. CONCLUSION The Directors of the Manager, on behalf of the Trust, consider that the proposed changes to the Trust Deed and the Prospectus are in the best interests of the Unitholders as a whole and that the proposed changes to the Supplement are in the best interests of the Unitholders of the Fund. Accordingly, the Directors recommend that you vote in favour of the proposals.

4 Copies of the marked up documents referred to above are available on request from and you may also contact your Muzinich client representative. Should you have any queries in relation to the contents of this letter please consult with your professional adviser or contact the Trust through its Secretary at 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland. Yours faithfully for and on behalf of Muzinich & Co. (Ireland) Limited

5 SCHEDULE A INCREASE TO THE MANAGER'S FEE Prospectus Disclosure The Manager shall be entitled to receive out of the assets of each Fund an annual fee (the Manager Fee ) accrued on each Dealing Day and payable monthly in arrears, at an annual rate of up to 1.50% 4.00% of the Net Asset Value of each Fund (plus VAT, if any) subject to a minimum fee of Euro4, per month per Fund, payable monthly in arrears, and is entitled to recover its reasonable out-of-pocket expenses from the relevant Fund. The exact Manager Fee applicable for the Classes of the Funds is as disclosed in the section headed APPENDIX CLASS INFORMATION in the Supplement for the relevant Fund. Trust Deed Disclosure The Manager shall be entitled to receive out of the assets of each Sub-Fund the Service Charge provided however that this Fund a Manager Fee of up to 4% of the Net Asset Value of each Fund. This fee may be different from Fund to Fund and from Class to Class and shall be calculated on that proportion of the Net Asset Value of the relevant Fund attributable to the relevant Class only. This fee shall not be increased in respect of an existing Sub-Fund or Class without the passing of an ordinary resolution of Unitholders of that Sub-Fund or Class. The fee is payable monthly in arrears and is calculated by reference to the Net Asset Value of each Sub-Fund or Class as at each Dealing Day. The Manager is also entitled to be paid all of its Administration Expenses out of the assets of the relevant Sub-Funds. The Manager is also entitled to be paid an Administrative Fee out of the assets of the relevant Fund. Where an Administrative Fee is charged, the Manager will pay the annual fee of the Trustee and/or the Administrator out of the Administrative Fee it receives. The Administrative Fee may also be used to cover some other administrative costs including the Administration Expenses at the discretion of the Manager, in respect of the relevant Fund. The Administrative Fee may fluctuate over time.

6 SCHEDULE B AMENDMENTS TO THE INVESTMENT OBJECTIVES Muzinich Americayield Fund The investment objective of the Fund is to seek to generate superior yields through the Investment Manager s careful selection of debt securities that at the time of purchase have a rating of less than "A" by Moody's (or as deemed equivalent by the Investment Manager), but which have been issued by what the Investment Manager considers to be sound well positioned enterprises possessing attractive longer term prospects. Fund seeks to generate attractive returns and protect capital.

7 SCHEDULE C MUZINICH FUNDS (the "Trust") MUZINICH AMERICAYIELD FUND (the "Fund") Registered Office of the Secretary 2nd Floor, Beaux Lane House Mercer Street Lower Dublin 2 Ireland Notice of Extraordinary General Meetings of the Trust and the Fund Notice is hereby given that an Extraordinary General Meeting of the Trust (the "Trust EGM") will be held at 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland on 10 April 2015 at a.m. (Irish time) and an Extraordinary General Meeting of the Fund (the "Fund EGM") will be held at the same location and on the same date at a.m. (Irish time) for the purpose of transacting the following business respectively: Trust EGM Special Business: 1 To adopt, subject to Section B of the Circular to Unitholders dated 13 March 2015 (the Circular ), and subject to and in accordance with the requirements of the Central Bank, the amendments to the Trust Deed and Prospectus of the Trust, further details of which are highlighted in Schedule A of the Circular. Fund EGM Special Business: 2 To adopt, subject to Section C of the Circular and subject to and in accordance with the requirements of the Central Bank, the amendments to the Supplement for the Fund, further details of which are highlighted in Schedule B of the Circular. Dated: 13 March 2015 By order of the Directors of the Manager MFD Secretaries Limited Secretary Note: A member entitled to attend, speak and vote at each Extraordinary General Meeting is entitled to appoint a proxy to attend, speak and vote on their behalf. A body corporate may appoint an authorised representative to attend, speak and vote on its behalf. A proxy or an authorised representative need not be a member of the Trust.

8 MUZINICH FUNDS (the "Trust") MUZINICH AMERICAYIELD FUND (the "Fund") FORM OF PROXY COMBINED I,/We* State Street Account Name: State Street Account Number (4-6 Digits): being a Unitholder of the above named Trust and Fund (and where applicable, any other fund of the Trust), hereby appoint the Chairman of the Manager or failing him, Mr. Brendan Byrne of 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland, or failing him, Ms. Lisa Connaughton of 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland, or failing her, Ms. Caroline Staunton of 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland, or failing her, a representative of MFD Secretaries Limited of 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland or failing that any of the Directors of the Manager as my/our* proxy and to vote for me/us* on my/our* behalf at the Extraordinary General Meeting of the Trust to be held at 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland on 10 April 2015 at a.m. (Irish time) and at any adjournment thereof and at the Extraordinary General Meeting of the Fund to be held at the same location on 10 April 2015 at a.m. (Irish time) and at any adjournment thereof. Please indicate with an X in the boxes below how you wish the proxy to vote. TRUST EGM EXTRAORDINARY RESOLUTION YES NO ABSTAIN 1 To adopt, subject to Section B of the Circular to Unitholders dated 13 March 2015 (the Circular ), and subject to and in accordance with the requirements of the Central Bank, the amendments to the Trust Deed and Prospectus of the Trust. COMBINATION OF PROXY Unitholders of additional Funds of the Trust should note that their vote at the Trust EGM will apply to their Unit holding across these additional Funds and no further action is required in this regard.

9 FUND EGM EXTRAORDINARY RESOLUTION 2 To adopt, subject to Section C of the Circular and subject to and in accordance with the requirements of the Central Bank, the amendments to the Supplement for the Fund. COMBINATION OF PROXY Unitholders of additional Funds of the Trust may also indicate that the proxy appointed is authorised to vote at the Extraordinary General Meetings of all such additional Funds (approving a corresponding extraordinary resolution) by marking the box adjacent accordingly. Signed this day of 2015 Signature: NOTES:- (a) Unless otherwise instructed the proxy will vote as he/she thinks fit. (b) Where the Member is an individual, this proxy may be executed by an attorney of such Member duly authorised in writing to do so. (c) In the case of joint holders, the signature of any one holder will be sufficient, but the names of all joint holders should be stated. (d) Where this form of proxy is executed by a corporation, it must be either under its seal or under the hand of an officer or attorney duly authorised. (e) Signed forms of proxy must be sent to the Registered Office of the Secretary for the attention of MFD Secretaries Limited, 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland not less than forty-eight hours before the commencement of the holding of the meeting or adjourned meeting. A proxy form may be faxed to the Secretary for the attention of MFD Secretaries Limited, 2nd Floor, Beaux Lane House, Mercer Street Lower, Dublin 2, Ireland (facsimile number ) or ed to mfdsecretaries@maplesfs.com.