Meridian Capital Partners Inc

Item 5 – Fees and Compensation

        The Funds incur an annual management fee of between 0% and 1.5% of Fund assets under
management (the “Management Fee”). The Management Fee varies among the Funds and among the
tranches of shares or interests of the Funds. Meridian may waive, reduce or rebate the Management
Fee with respect to any investor in the Funds, and certain investors are not subject to a Management
Fee due to their affiliation with Meridian. Management Fees are generally not negotiable, but
investors may agree to more limited liquidity or a higher minimum initial investment in exchange for
reduced fee rates. Shares or interests of most tranches incur an additional fee (which may be
structured as a performance allocation) equal to a certain percentage of all net profits allocated on an
annual basis to each investor (the “Performance Fee”), as described in detail under Item 6 below.

        The specific manner in which fees become payable to Meridian is established in the private
offering documents of the Funds. The Management Fee is payable in arrears either monthly or
quarterly and the Performance Fee, if applicable, is payable on redemption if the redemption occurs
mid-year, and otherwise after the end of the fiscal year. The Funds charge each Fund investor for that
investor’s share of each fee. The Funds then either pay Meridian directly or, in the case of a
performance allocation, allocate the income to Meridian’s account in the Fund.

       Sage Administrators, LLC (“Sage”), an affiliate of Meridian, serves as the administrator of
the domestic Funds. Sage, on a monthly basis, calculates and accrues Management Fees and
Performance Fees for the domestic Funds. Sage provides supporting documentation to Meridian’s

    Meridian Capital Partners, Inc.                                                 Brochure
    Form ADV Part 2A                                                                July 20, 2018

treasurer on either a monthly or quarterly basis according to the Fund’s governing documents.
Meridian’s treasurer then processes the Management Fee payments. At year end, any Performance
Fees that have accrued are allocated to the general partner’s account. The domestic Funds pay
administration fees to Sage (as described in more detail under Item 10 below).

         SS&C (USA) Inc. (formerly known as CACEIS (USA) Inc.) (“SS&C”) serves as
administrator, registrar and transfer agent to the offshore Funds and calculates the offshore Funds’
Management Fees and Performance Fees. Meridian performs a second calculation of these fees
utilizing the process described above and compares the amounts to those calculated by SS&C. After
any necessary reconciliation of the respective computations, SS&C processes the fees for payment on
either a monthly or annual basis in accordance with the offshore Fund’s private offering documents.
The offshore Funds pay administration fees to SS&C in accordance with SS&C’s standard schedule
of rates.

       At its inception, each Fund pays its own start-up expenses such as preparation of governing
and offering documents, technology costs, costs of negotiating initial agreements with service
providers, and other legal, accounting and administrative expenses.

          Generally, expenses paid by each Fund, include (without limitation):

          •   Legal, accounting, tax preparation, auditing and other professional fees and expenses
          •   Insurance premiums
          •   Consultant and other service provider expenses
          •   Administrative expenses, including costs of related technology and data security
          •   Reporting or regulatory compliance expenses of the Fund or of Meridian in connection
              with its management of the Fund, including those relating to litigation and to
              investigations and proceedings of any kind
          •   Research expenses, including investment analysis and management software expenses
              and research-related travel and lodging expenses
          •   Expenses relating to industry-related subscriptions, publications and services
          •   Communication and investor reporting expenses
          •   Investment expenses, bank service fees, valuation agent and appraisal fees and expenses,
              and other reasonable expenses related to the purchase, retention, sale or transmittal of
              Fund assets

        When any expense is attributable to more than one Fund, Meridian allocates a share of the
expense to each relevant Fund in proportion to its size, or in such other manner as Meridian considers
fair and reasonable. A more comprehensive description of Fund expenses is contained in the private
offering documents.

    Meridian Capital Partners, Inc.                                                  Brochure
    Form ADV Part 2A                                                                 July 20, 2018

         Each Fund pays Management and Performance Fees, and bears its share (generally, pro rata)
of all other fees and expenses of the Underlying Funds in which it invests. Meridian does not receive
any portion of these Underlying Fund-level fees or expenses. Similarly, where a Fund invests in
another Meridian-managed Fund, the investing Fund bears a pro rata share of the expenses of the
Fund in which it invests (but no double Management or Performance Fees).

        Item 12 includes a discussion of Meridian’s brokerage policies and procedures. These
policies, however, are very limited because the Funds invest in Underlying Funds in private
transactions and typically do not use broker/dealers to effect securities transactions. Neither Meridian
nor any of its supervised persons receives compensation for sales of interests or shares of Underlying
Funds or any other securities or investment products. Meridian compensates all of its employees
based in part on firm performance and in part on individual performance. For a discussion of third
...

Item 7 – Types of Clients

        Meridian provides investment advice to the Funds, each of which imposes minimum initial
investment requirements. Depending on the Fund and the applicable investment class, the investment
minimums range from $250,000 to $25,000,000, subject to a right on the part of Meridian or the
(offshore) Fund’s board of directors to waive these requirements.

        Investors in the Funds must be “accredited investors” as defined in Regulation D under the
Securities Act of 1933, as amended (the “Securities Act”), and with the exception of a single
domestic Fund, “qualified purchasers” under the Investment Company Act of 1940, as amended. In
the case of certain offshore Funds, however, a non-U.S. investor who is a “Non-United States
person” (as defined under Rule 4.7 under the U.S. Commodity Exchange Act, as amended) and who
is neither a “U.S. Person” (as defined under the Securities Act) nor a “United States person” (as
defined under the U.S. Internal Revenue Code), generally need not be an “accredited investor” or
“qualified purchaser.”