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Item 5: Fees and CompensationFEE SCHEDULEIn consideration of our advisory services, we generally are entitled to receive management feesand/or performance-based fees or allocations with respect to each client. The fees and expensesapplicable to each client are set forth in detail in its offering memorandum or investmentmanagement agreement. A summary of our advisory fees is set forth below. We may launch ormanage other funds or accounts with higher or lower fees and/or different compensationstructures. Different client facts and circumstances, including the client’s investment strategy,liquidity profile and prevailing market terms, will be considered in determining applicable fees.FundsWe 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 andlevel 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 Fundsare also subject to a hurdle rate.SMAsWith 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 anannual management fee of up to 1.5% of the asset value of the SMA as of the last business dayof 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 performancefee equal to a percentage of a SMA’s net profits as of the end of each applicable year (or otherperformance period), subject to the terms and conditions set forth in the applicable investmentmanagement agreement or sub-advisory agreement.Notwithstanding the foregoing, we have entered into, and may enter into in the future, fixed feearrangements with certain SMA clients.Registered FundThe fees and expenses for the Registered Fund we act as sub-adviser to are set forth in thecorresponding prospectus for the fund.PAYMENT OF FEESFundsThe Funds are generally subject to both a management fee and a performance allocation/fee asapplicable. Management fees are payable by investors quarterly or monthly, in arrears, as of thelast business day of each calendar quarter or month, as applicable. Management fees arededucted directly from the Fund. Performance allocations/fees are generally calculated andallocated as of the end of each fiscal year (and at such other times as set forth in the applicablegoverning documents). With respect to certain illiquid assets or securities (“DesignatedInvestments”), performance allocations/fees are calculated and allocated as of the end of each6

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 directlyfrom the account of each applicable investor. If an investor makes a withdrawal or redemptionprior to the end of its applicable lock-up period, such investor may be subject to an earlywithdrawal charge. We receive a prorated portion of the management fee and performanceallocation/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 todifferent investors and to waive any management fee and/or performance compensation in wholeor in part for particular investors in our discretion.SMAsManagement fees generally will be calculated monthly or quarterly in arrears based upon theasset value of the SMA as of the last business day of such period. Performance fees, ifapplicable, generally will be calculated as of the end of each calendar year (and at such othertimes 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 mayauthorize and direct us to deduct fees directly from their custodial accounts (in which case suchSMA clients will be responsible for paying management fees directly to us). We receive aprorated portion of the management fee and performance allocation/fee with respect to anypartial period. Any prepaid but unearned fees will be refunded.Registered FundThe payment of fees for the Registered Fund that we act as a sub-adviser to is set forth in thecorresponding prospectus for the fund.OTHER FEES AND EXPENSESIn addition to the fees set forth above, clients generally bear all fees, costs and expensesassociated 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 moreother clients, such fees, costs and/or expenses generally will be allocated among the applicableclients in proportion to the size of the investment made by such clients in the activity or entity towhich the expense relates or in such other manner as we determine to be fair and equitable. Weor an affiliate may from time to time elect to bear certain costs and expenses. The fees andexpenses applicable to each client are set forth in detail in its offering memorandum orinvestment management agreement.Underlying Manager FeesIn addition to our fees, each underlying manager generally imposes management fees and alsomay impose performance-based fees or allocations based upon realized and unrealizedappreciation in the value of the assets managed by that underlying manager. These feesgenerally will be borne, directly or indirectly, by our clients and investors in the Funds.Underlying Fund or Underlying Manager ExpensesClients generally bear, directly or indirectly through their investment in each underlying fund orother investment vehicle (as applicable), their pro rata share of the offering, organizational andoperating expenses of such underlying fund or other investment vehicle, and expenses related tothe investment of such assets, such as brokerage commissions (including soft dollar payments),7

expenses relating to short sales, clearing and settlement charges, custodial fees, bank servicefees, interest expenses, borrowing costs and extraordinary expenses. Where a client invests in aninvestment vehicle managed by Meritage or an affiliate, Meritage will generally waive or rebateall or a portion of any management fee or performance-based compensation payable to Meritageor its affiliates, either at the level of the applicable client or the underlying affiliated investmentvehicle. Notwithstanding the foregoing, a client will pay its pro rata share of the expenses of anyunderlying affiliated investment vehicle in which the client invests.Brokerage, Custodial and Administration Fees and ExpensesIn addition to the advisory fees paid to Meritage and the fee and expenses of the underlyingmanagers, clients may be subject to various costs and expenses in connection with the conduct ofthe business of the client’s account, including, but not limited to, organizational, custodial,brokerage, audit, line of credit, legal, risk management, consulting, third party administration,research related fees and expenses and fees, expenses, commissions and other costs associatedwith investing in a TRS. See Item 12 below.Fund ExpensesEach client (including the Funds) generally bears its own organizational, offering and operatingexpenses.Sales ChargesAs described in Item 14 below, investors may be required to pay certain “sales charges” to thirdparty placement agents or solicitors in connection with their investment in the Funds. See Item14 below.8

Item 6: Performance-Based Fees and Side-By-Side ManagementPERFORMANCE-BASED FEESAs noted under Item 5 above, we may be entitled to receive performance-based allocations orfees with respect to certain of our clients. In addition, certain of the underlying funds in whichour clients invest may charge performance-based allocations or fees. Performance-based feesand/or allocations could motivate us and/or the underlying managers, as applicable, to makeinvestment decisions that are riskier or more speculative than would be the case if thesearrangements were not in effect. In addition, because many performance-based fees orallocations are calculated on a basis that includes both realized and unrealized appreciation inportfolios based upon values assigned by us and/or underlying managers, we and underlyingmanagers face a conflict of interest in valuing such portfolios. Our individual employees andaffiliates (and employees and affiliates of underlying managers) who are compensated to someextent based upon trading profits for which they are responsible face the same potential conflict.We attempt to address this conflict through our trade allocation procedures and disclosure inapplicable offering documents and/or this brochure.SIDE-BY-SIDE MANAGEMENTWe provide investment advisory services to clients that invest in similar or different investmentstrategies. In managing multiple clients, Meritage may determine that an investment opportunityis appropriate for a particular client but not for another. In addition, we are entitled to receiveperformance-based allocations or fees alongside clients for which we are not entitled to receiveany performance-based allocations or fees. This side-by-side management could motivate us tofavor accounts for which we or our affiliates receive performance-based allocations or fees overother accounts for which such fees are not payable in allocating investment opportunities ormaking investment recommendations. We attempt to address this conflict primarily through ourtrade allocation procedures and disclosure in this brochure. This side-by-side management riskalso presents itself at the level of the underlying managers.See Item 12 below for additional information on our trade allocation practices.9

Item 7: Types of ClientsTYPES OF ADVISORY CLIENTSWe currently provide investment advisory and/or sub-advisory services, on a discretionary ornon-discretionary basis, with respect to the Funds, SMAs, and act as a sub-adviser to aRegistered Fund. We may in the future provide investment advice to other clients including, butnot limited to, other pooled investment vehicles and other types of SMA clients.ACCOUNT REQUIREMENTSFundsThe minimum initial capital contribution generally required for an investor in the each of theFunds 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 CompanyAct 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, asamended.SMAsSMA 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 investmentobjectives, 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 eligibilityrequirements imposed by applicable securities and commodities laws. Meritage generally doesnot impose a minimum account size for SMAs.Registered FundMeritage serves as sub-adviser to a closed-end fund available for U.S. taxable and non-taxableinvestors registered as an investment company with the SEC.The Registered Fund may be available to the public at large or a more restricted group ofinvestors that are eligible to invest in privately offered securities. Minimum investmentrequirements are set forth in the applicable prospectus.10

Item 8: Methods of Analysis, Investment Strategies and Risk of LossMETHODS OF ANALYSISOur advisory services primarily relate to the construction of portfolios consisting predominatelyof underlying managers, which we select through disciplined “top-down” and “bottom-up”analyses. We perform both quantitative and qualitative analysis to evaluate if a prospectivemanager is a candidate for investment. Qualitative analysis of a manager may include but is notlimited to: investment style/strategy, longevity and assets of the manager, background of theprincipals of the manager, assets under management, fund fees and expense/management fees,minimum subscription/investment size, redemption terms, portfolio turnover, use of aportfolio/trading model, key business risks and manager investor base. Quantitative analysis of amanager may include but is not limited to: risk/metrics/statistics, historical risk/adjusted returns,correlation to other managers; overall strategy and market exposure, performance in up anddown markets, use of leverage and number of positions with the manager. We may use CastleHall Alternatives, a third party, to perform an operational due diligence review independent ofour process. Where we have investment discretion, we are responsible for implementinginvestments. For our non-discretionary relationships, we provide investment recommendations toclients, who are responsible for determining whether to implement such recommendations. All ofour advisory services leverage the analysis process described above, to the extent applicable,whether provided on a discretionary or non-discretionary basis.After selecting an underlying manager, we monitor (i) existing performance of underlyingmanagers of the underlying funds and accounts and (ii) portfolio composition of underlyingfunds and accounts, which is limited by the degree of transparency granted to us by eachunderlying manager. Some underlying managers may provide weekly estimated performance andasset data, while other managers may provide portfolio composition and performance data on amonthly basis. We reconcile qualitative information through ongoing discussions with managersto actual portfolio performance and construction to check for style drift. We assess a manager’sdiscussed strategy with actual asset allocation, geographic location, leverage employed and riskexposure. As part of our due diligence process, we may perform on-site visits to review manageractivities. We generally apply this underlying investment approach with respect to each of ourclients.We have organized an investment committee (the “Investment Committee”) that is responsiblefor the approval of asset allocation by strategy and the selection of underlying managers. TheInvestment Committee reviews various portfolio and underlying manager analyses in order toevaluate performance, return correlation, risk management and liquidity. The current votingmembers of the Investment Committee are Alex C. Smith, Joe S. Wade and Glenn K. Stotts.INVESTMENT STRATEGIESMeritage generally offers its investment services through the investment strategies describedbelow.Long/Short EquityWithin the hedge fund industry, long/short equity is the oldest andmost prevalent strategy. We are attracted to the fundamentalbuilding blocks of this strategy with the belief that strong securityselection, both long and short, leads to superior performance withlimited directional market risk.11

Absolute ReturnGlobal MacroOpportunisticWe seek to build a diversified portfolio capable of generatingconsistent returns across a broad range of market environments.We are focused on delivering risk-adjusted returns with moderatevolatility and correlation to traditional markets. We generallyallocate to four sub-strategies – hedged equity, event-driven,relative value, and global macro. Based on our experience andjudgment, we focus on optimal, long-term allocation among thesestrategies to maximize portfolio diversification.Utilizing both a top-down and bottom-up approach, we seek toallocate around half of the strategy to discretionary, fundamentalmanagers who are able to adapt quickly to changing marketenvironments. These managers exhibit similar return objectives,but historically have provided more consistency of returns, whilelessening volatility and drawdowns. Additionally, we search forrelatively undiscovered or “niche” managers (“focused managers”).By constructing a portfolio that allocates to these focused managerswhile also tilting to discretionary, fundamental strategies, weposition the strategy to produce quality risk-adjusted returns overthe long-term.We believe there remains a need in the marketplace for patientcapital in a range of intermediate-term (2-5 year) opportunities andwe set out to capitalize on market dislocation and to provideinvestors access to these resulting investment opportunities. Hedgefund investors demand greater portfolio liquidity, while privateequity investors seek longer-term investments that generallyinvolve ten year or longer capital commitments. This hybridstrategy seeks to exploit areas of less competition from theseinvestors as well as traditional market participants, resulting inincreased opportunities.Each investment strategy seeks diversification of risk through use of a multi-manager investmentphilosophy. Within the broad investment strategies described above, Meritage categorizes itsmanagers into additional underlying investment strategies. A Fund or SMA may utilize thestrategies described above or other investment strategies in combination or separately.Meritage’s determination of a manager’s strategy may change over time and may differ fromhow others categorize the underlying manager’s strategy. Meritage may create new strategiesand may change or rename any of the strategies below at any time.Underlying Manager Strategies and Direct TradingThe underlying managers also may be involved in a variety of strategies, including but notlimited to: long/short equity, credit related, distressed investing, managed futures, commodities,arbitrage, relative value, short-biased, long only or long-biased, quantitative, volatility, globalmacro and fixed income. Underlying managers may invest through both long and short positionsin an unlimited range of securities, other financial instruments, private investments and otherassets throughout the world including, without limitation, equity, master limited partnerships,private equity, debt, bonds and other fixed-income securities, loans and loan participations, asset12

backed securities, currencies, commodities, futures, forward contracts, warrants, options, swapsand other derivative instruments. Underlying managers also may employ leverage and engage invarious hedging strategies. In addition, where we have investment discretion, we may in limitedcircumstances cause a client to invest directly in securities, financial instruments and otherassets, including swaps, futures, options and other over-the-counter derivatives as direct overlaysto the portfolio, in an effort to enhance the overall risk/return profile of a Fund or SMA.The investment strategies set forth above are not intended to be comprehensive of the managers’trading strategies.CERTAIN RISK FACTORSThere can be no assurance that clients or investors will achieve their investment objectives orthat investments will be successful. Our investment strategies involve a substantial degree ofrisk, including risk of complete loss. Nothing in this brochure is intended to imply, and no one isor will be authorized to represent, that our investment strategies are low risk or risk free. Ourinvestment strategies are appropriate only for sophisticated persons who fully understand andare capable of bearing the risks of investment. The various risks outlined below are not the onlyrisks associated with our investment strategies and processes and may not necessarily apply toeach client or investor. With respect to the Funds, the following risks are qualified in theirentirety by the risks set forth in the applicable offering documents.General Market Developments. Investment success is affected by general economic and marketconditions, such as interest rates, availability of credit, inflation rates and economic uncertainty.These and other factors may affect the level and volatility of securities prices and the liquidity ofour clients’ and the underlying funds’ investments. Volatility or illiquidity could impair ourprofitability or result in losses. Unpredictable or unstable market conditions may also result inreduced opportunities to find suitable investments to deploy capital or make it more difficult toexit and realize value from our clients’ and the underlying fund

MERITAGE CAPITAL, LLC . 500 West 2nd Street, Suite 1850 . Austin, Texas 78701 . Telephone (512) 637.9700 . Fax (512) 320.0594 . compliancegroup@brownadvisory .com . www.meritagecapital.com . THIS BROCHURE PROVIDES INFORMATION ABOUT THE QUALIFICATIONS AND BUSINESS PRACTICES OF MERITAGE CAPITAL, . IF YOU HAVE ANY LLC