Meritage Capital LLC

Item 5: Fees and Compensation
FEE SCHEDULE
In consideration of our advisory services, we generally are entitled to receive management fees
and/or performance-based fees or allocations with respect to each client. The fees and expenses
applicable to each client are set forth in detail in its offering memorandum or investment
management agreement. A summary of our advisory fees is set forth below. We may launch or
manage other funds or accounts with higher or lower fees and/or different compensation
structures. Different client facts and circumstances, including the client’s investment strategy,
liquidity profile and prevailing market terms, will be considered in determining applicable fees.
Funds
We generally are entitled to receive from the Fund an annualized management fee of up to 1.5%
of the asset value of the Fund as of the end of the applicable period, depending on the nature and
level of advisory services we provide.
In addition, we generally are entitled to receive a performance allocation/fee up to ten percent
(10%) of each investor’s allocable share of net profits for the applicable performance period.
Performance allocations/fees are subject to a “high water mark” limitation and for certain Funds
are also subject to a hurdle rate.
SMAs
With respect to SMAs, fee arrangements are negotiated prior to our engagement and, as a result,
the applicable fees with respect to each SMA may vary. Nevertheless, we typically receive an
annual management fee of up to 1.5% of the asset value of the SMA as of the last business day
of the applicable period, depending on the nature and level of advisory services we provide.
In addition, with respect to certain SMA clients we are entitled to receive an annual performance
fee equal to a percentage of a SMA’s net profits as of the end of each applicable year (or other
performance period), subject to the terms and conditions set forth in the applicable investment
management agreement or sub-advisory agreement.
Notwithstanding the foregoing, we have entered into, and may enter into in the future, fixed fee
arrangements with certain SMA clients.
Registered Fund
The fees and expenses for the Registered Fund we act as sub-adviser to are set forth in the
corresponding prospectus for the fund.
PAYMENT OF FEES
Funds
The Funds are generally subject to both a management fee and a performance allocation/fee as
applicable. Management fees are payable by investors quarterly or monthly, in arrears, as of the
last business day of each calendar quarter or month, as applicable. Management fees are
deducted directly from the Fund. Performance allocations/fees are generally calculated and
allocated as of the end of each fiscal year (and at such other times as set forth in the applicable
governing documents). With respect to certain illiquid assets or securities (“Designated
Investments”), performance allocations/fees are calculated and allocated as of the end of each

fiscal period in which a “recognition event,” as such term is defined in the governing documents,
relating to such Designated Investment occurs. Performance allocation/fees are allocated directly
from the account of each applicable investor. If an investor makes a withdrawal or redemption
prior to the end of its applicable lock-up period, such investor may be subject to an early
withdrawal charge. We receive a prorated portion of the management fee and performance
allocation/fee with respect to any partial period. Any prepaid but unearned fees will be refunded.
We reserve the right to apply a different management fee and/or performance compensation to
different investors and to waive any management fee and/or performance compensation in whole
or in part for particular investors in our discretion.
SMAs
Management fees generally will be calculated monthly or quarterly in arrears based upon the
asset value of the SMA as of the last business day of such period. Performance fees, if
applicable, generally will be calculated as of the end of each calendar year (and at such other
times as set forth in the investment management agreement or sub-advisory agreement).
Generally, we invoice SMA clients on a periodic basis for such fees but SMA clients may
authorize and direct us to deduct fees directly from their custodial accounts (in which case such
SMA clients will be responsible for paying management fees directly to us). We receive a
prorated portion of the management fee and performance allocation/fee with respect to any
partial period. Any prepaid but unearned fees will be refunded.
Registered Fund
The payment of fees for the Registered Fund that we act as a sub-adviser to is set forth in the
corresponding prospectus for the fund.
OTHER FEES AND EXPENSES
In addition to the fees set forth above, clients generally bear all fees, costs and expenses
associated with their investments, including the types of fees, costs and expenses set forth below.
If any fees, costs and/or expenses are incurred jointly for the account of a client and one or more
other clients, such fees, costs and/or expenses generally will be allocated among the applicable
clients in proportion to the size of the investment made by such clients in the activity or entity to
which the expense relates or in such other manner as we determine to be fair and equitable. We
or an affiliate may from time to time elect to bear certain costs and expenses. The fees and
expenses applicable to each client are set forth in detail in its offering memorandum or
investment management agreement.
Underlying Manager Fees
In addition to our fees, each underlying manager generally imposes management fees and also
may impose performance-based fees or allocations based upon realized and unrealized
appreciation in the value of the assets managed by that underlying manager. These fees
generally will be borne, directly or indirectly, by our clients and investors in the Funds.
Underlying Fund or Underlying Manager Expenses
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Item 7: Types of Clients
TYPES OF ADVISORY CLIENTS
We currently provide investment advisory and/or sub-advisory services, on a discretionary or
non-discretionary basis, with respect to the Funds, SMAs, and act as a sub-adviser to a
Registered Fund. We may in the future provide investment advice to other clients including, but
not limited to, other pooled investment vehicles and other types of SMA clients.
ACCOUNT REQUIREMENTS
Funds
The minimum initial capital contribution generally required for an investor in the each of the
Funds is described in the Fund’s offering documents.
To invest in the Funds, investors generally must be, among other things, “accredited investors”
as defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended,
and either “qualified clients” as such term is defined in Rule 205-3 under the Advisers Act, or
“qualified purchasers” as such term is defined in Section 2(a)(51)(A) of the Investment Company
Act of 1940, as amended (the “Company Act”). For certain Funds, the investors must also be
“qualified eligible persons” under Regulation 4.7 of the Commodity Exchange Act of 1936, as
amended.
SMAs
SMA clients are required to sign investment management agreements that, among other things,
set forth the nature and scope of our investment management authority and the investment
objectives, guidelines and restrictions applicable to the management of the SMA. In addition,
SMA clients generally must meet certain net worth, net asset and/or other eligibility
requirements imposed by applicable securities and commodities laws. Meritage generally does
not impose a minimum account size for SMAs.
Registered Fund
Meritage serves as sub-adviser to a closed-end fund available for U.S. taxable and non-taxable
investors registered as an investment company with the SEC.

The Registered Fund may be available to the public at large or a more restricted group of
investors that are eligible to invest in privately offered securities. Minimum investment
requirements are set forth in the applicable prospectus.