Meritage Group LP

Our Firm Meritage Group LP (“Meritage”) is a Delaware limited partnership that was formed in November 2006. It began managing the Private Investment Funds’ (as defined below) investment program effective January 1, 2007. Meritage’s general partner is MWG GP LLC, which is controlled by Nathaniel Simons, Laura BaxterSimons, Alexander Magaro and Arif Mawji. The 1998 Simons Family Revocable Trust is the principal owner of Meritage and MWG GP LLC. Nathaniel Simons and Laura Baxter-Simons are the trustees of The 1998 Simons Family Revocable Trust. As of December 31, 2025, Meritage had approximately U.S. $14.094 billion of regulatory assets under management, managed on a discretionary basis. Private Investment Funds Meritage provides discretionary investment management services to private investment funds for which Meritage serves as investment manager and/or investment general partner (each, a “Private Investment Fund” or a “Client” and collectively, the “Private Investment Funds” or the “Clients”). The Private Investment Funds are exempt from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Meritage pursues investment strategies on behalf of the Private Investment Funds that are generally fundamentally-oriented and longer-term in their investment horizon. Such investments are generally in the form of public and private equity, credit, and real estate. As appropriate, positions may be both long and short, and investments may be made both directly and/or indirectly with external managers (“External Managers”). Meritage has broad discretion to invest in other investment instruments and employ other strategies in pursuing the objectives of the Private Investment Funds. Meritage manages the Private Investment Funds pursuant to the investment objectives and restrictions of each such Private Investment Fund. The investment objective and strategy for each Private Investment Fund is described in its respective offering materials. Please see Item 8 for a more detailed description of the strategies pursued by the Private Investment Funds. Ability to Tailor Services and Impose Restrictions Meritage provides investment management services directly to the Private Investment Funds as pooled investment vehicles based on the specific investment objectives and strategies of the Private Investment Funds themselves and not individually to investors in the Private Investment Funds (the “Investors”). Therefore, Meritage does not tailor its advisory services to the individual needs of any of the Investors. The Investors generally may not impose restrictions on investing in certain securities or types of securities.

Fee Schedule Meritage (or an affiliate) generally receives (i) an annual asset-based management fee, which is payable monthly or quarterly, as the case may be, in advance and is charged to an Investor’s capital account and (ii) from some of its Clients, performance-based compensation/allocations, as described in more detail in Item 6 below. Clients pay Meritage a management fee monthly or quarterly, as the case may be, in advance. The management fee for the Private Investment Funds generally ranges from 1.0%-1.5% per annum of the net asset value of each Investor’s interest or net asset value attributable to such Investor’s invested capital, as applicable, but certain Investors may be charged a different or no management fee. Management fees are calculated as of the first day or business day of each calendar month or calendar quarter, as the case may be. Fees for each Private Investment Fund are set forth in the offering documents for each such fund, which are available to Investors. Certain Investors, including but not limited to supervised persons of Meritage (collectively, “Supervised Persons”), may be eligible for fee structures that differ from, and are more beneficial than, the standard fee structure, depending on, among other factors, the relationship between Meritage and the Investor. Management fees are generally not refunded to Investors if withdrawals are made prior to the end of a calendar month. In the event Meritage and/or its affiliates receive certain fees from portfolio investments in connection with the purchase, monitoring or disposition of investments or in connection with unconsummated transactions that relate to certain Private Investment Funds’ share of actual or prospective investments, as determined by Meritage in its sole discretion, such fees may be applied to reduce the management fee payable with respect to such Private Investment Funds. As described in Item 6 below, Investors in some of the Private Investment Funds also bear performancebased compensation/allocations. Other Fees and Expenses The Private Investment Funds bear, both directly or indirectly (i) all costs and expenses associated with the offering of interests in such funds, including, without limitation, expenses attributable to negotiating side letter agreements with investors and compliance with anti-money laundering laws and know-your-customer requirements in connection with the offer and sale of such interests; (ii) all transaction costs and investmentrelated expenses incurred in connection with such funds’ investment and trading activities, including any investments that are not ultimately consummated (including with respect to unconsummated transactions intended to involve co-investors and expenses that might have been assumed by such co-investors had such transactions been consummated), including but not limited to brokerage and other execution costs, clearing, settlement, bank loan servicing and custodial expenses, order management system expenses, research expenses, due diligence expenses, research related travel and associated expenses (including the cost of business/first class travel), as well as the costs and fees of investment bankers, legal counsel, finders, any independent accountants or other experts or consultants (including, but not limited to, persons with particular experience or expertise and former, existing or prospective executives of operating and/or portfolio companies, other industry executives and industry experts or other professionals) engaged by Meritage in connection with investment-related research and/or specific transactions, including fees and expenses of expert networks, and expenses including, but not limited to, legal expenses related to investment-related compliance and regulatory issues incurred by Meritage or its affiliates (subject to any limitations, restrictions or conditions imposed by applicable law or regulation); (iii) for Private Investment Funds that are feeders in a master-feeder structure, their proportionate share of the fees, expenses and costs

associated with the operation of the master fund; (iv) subject to any limitations, restrictions or conditions imposed by applicable law or regulation, all expenses incurred in connection with national, state, provincial or local (U.S. or non-U.S.) government registrations and regulatory filings and reports of such Private Investment Funds (including, but not limited to, Form PF, Form D and blue sky filings); (v) costs and expenses related to investments in investment pools managed by External Managers (“Investment Pools”) and managed accounts, which may include subscription or redemption charges, the Private Investment Fund’s proportionate share of the expenses of the External Managers and management and performance charges payable to External Managers, which will typically include a management fee as a fixed percentage of the assets allocated to each External Manager and a performance-based fee or allocation as a percentage of the net increase in the net asset value of such assets; (vi) expenses, including but not limited to legal expenses incurred by the Private Investment Funds or Meritage or any of their respective affiliates in connection with any regulatory inquiry, investigation, or audit or any judicial or administrative proceeding, including but not limited to discovery requests, or arbitration, mediation or similar proceedings arising out of an investment or class of investments held or proposed to be held by the Private Investment Funds (in each case, subject to any limitations, restrictions or conditions imposed by applicable law or regulation); (vii) any fees, expenses and costs payable to External Managers arising out of investments by the Private Investment Funds in Investment Pools and in managed accounts on their own behalf, as well as the Private Investment Funds’ proportionate share of the fees, expenses and costs associated with the formation and operation of the Private Investment Funds and any other investment vehicle formed by Meritage to facilitate investments by the Private Investment Funds; (viii) any fees, expenses and costs payable to External Managers arising out of the liquidation of investments by the Private Investment Funds in Investment Pools and managed accounts on their own behalf, as well as such Private Investment Funds’ proportionate share of the fees, expenses and costs associated with the dissolution of investment vehicles formed by Meritage to facilitate the Private Investment Funds’ investments; (ix) any banking fees, interest, fees and costs of borrowings by or related to the Private Investment Funds; (x) exchange fees; (xi) routine operational costs such as legal, accounting, bookkeeping, auditing, consulting and other professional expenses (including expenses of any registered broker-dealer engaged to provide licensing and regulatory supervision of certain employees of Meritage or an affiliate to facilitate provision of certain capital raising services for “seed capital” or strategic investments), administration (including fees of any third-party administrator to the Private Investment Funds) and tax preparation expenses, the costs of portfolio management services and software, all taxes (if any), interest costs, if any, related to payments to Investors; (xii) costs and expenses related to the valuation of the Private Investment Funds and communications and reporting with Investors, including, but not limited to, valuation, appraisal, analysis and accounting expenses (including costs associated with any third-party independent valuation, data aggregation and warehousing or security master or risk analysis provider to the Private Investment Funds), recordkeeping, administration (including costs associated with any third-party administrator to the Private Investment Funds), fees and expenses relating to investor meetings and conferences, expenses of preparing, publishing, duplicating and transmitting (electronically or otherwise) reports and analysis, tax information and notices to investors and regulatory authorities and expenses for specialized administrative services; (xiii) third-party and out-of-pocket research and market data expenses, as well as Bloomberg and other services including Factset, Thomson. Reuters and S&P Global, and related hardware and software; cost of insurance, if any, incurred in connection with the business of the Private Investment Funds (including, without limitation, acquiring and maintaining D&O and/or E&O insurance for Meritage and/or its directors, shareholders, partners, members, officers, employees, affiliates and/or agents); (xiv) fees and expenses incurred in connection with complying with or monitoring compliance with or amending (including pursuant to “most favored nations” provisions) any side letters or other written agreements between a Private Investment Fund and one or more Investors; (xv) expenses of a Conflicts Reviewer (as hereinafter defined) and (xvi) extraordinary expenses (e.g., litigation costs and indemnification obligations), if any.

Meritage may, in its sole discretion, retain (or cause a Private Investment Fund to retain) the services of one or more or a group of persons with particular experience or expertise as special advisors, as determined by Meritage in its sole discretion (each, a “Special Advisor”). Special Advisors may include former, existing or prospective executives of portfolio companies; industry executives or advisors; research consultants; sourcing consultants; operating executives; subject matter, industry or regulatory experts; other persons acting in a similar capacity; or former officers or employees of Meritage or its affiliates, and the scope of the services to be provided by any Special Advisor may include advice with respect to existing investments and/or potential investments. Unless determined otherwise by Meritage in its sole discretion, any and all compensation paid to Special Advisors will be borne or paid by the Private Investment Fund or portfolio company to which the Special Advisor’s services relate, including in the event a Special Advisor is retained as an employee. Because the fees, costs and expenses associated with the engagement, retainer or employment of Special Advisors will generally not be borne by Meritage or any of their respective affiliates, those entities will have an incentive to engage a prospective employee of Meritage or any of their respective affiliates as a Special Advisor. Meritage intends to make all Special Advisor engagement, retainer or employment decisions in good faith while taking into account factors it considers relevant and appropriate, notwithstanding its interest in the outcome, including the extent to which any such Special Advisor possesses substantial, significant or otherwise relevant experience or expertise, and may make corrective allocations with respect to expenses relating to Special Advisors should it determine that such corrections are necessary or advisable. From time to time, Meritage will be required to decide whether costs and expenses are to be borne by a Private Investment Fund, on the one hand, or Meritage or an affiliate, on the other hand, and/or whether certain costs and expenses should be allocated between or among a Private Investment Fund, on the one hand, and other funds and accounts managed by Meritage, on the other hand. Meritage will make such judgments, which may be based, in certain cases, on good faith estimates, in its fair and reasonable discretion, notwithstanding its interest in the outcome, and may make corrective allocations should it determine that such corrections are necessary or advisable. In addition, Meritage may determine that items of Private Investment Fund expense were paid or withheld on behalf of, or by reason of particular circumstances applicable to, one or more but fewer than all of the investors in such Private Investment Fund and, in such case, Meritage will cause such investors on whose behalf such payments were made or whose particular circumstances gave rise to such payments to bear such expenses. Please see Item 12 below for further information about Meritage’s brokerage practices.

Methods of Analysis & Investment Strategy Meritage pursues investment strategies that are generally fundamentally-oriented and longer-term in their investment horizon involving public and private equity, credit and real estate. As appropriate, positions may be both long and short, and investments may be made both directly and/or indirectly with External Managers. With respect to its public equities investing strategy, Meritage focuses its activities primarily on listed U.S. and non-U.S. equities (including options thereon) and may also invest in other public and non-public securities and financial instruments, including, but not limited to, exchange traded funds, basket instruments, commodity and financial futures and currencies and derivatives (including leveraged swaps). The majority of the Private Investment Funds’ investments with respect to this strategy will consist of publicly traded U.S. and non-U.S. equity securities with an expected holding period of over six months. The Private Investment Funds’ investment horizon with respect to other securities and futures is generally expected to be from one month to three years, but could be longer or shorter depending on the circumstances. Meritage also pursues a principally “long-focused” equities investment strategy for certain of its Private Investment Funds. Meritage’s credit strategy involves investments in a variety of credit and credit-related instruments or obligations including, but not limited to, bank loans (whether syndicated or privately sourced and including, but not limited to, assignments and participations), bonds, notes, debentures, bills, trade claims, and other forms of indebtedness or liability (secured, unsecured and subordinated) issued or incurred by corporations and other business entities, municipalities, sovereign nations, governmental agencies and instrumentalities, and other persons. This strategy also includes investing in securities issued as part of structured vehicles, including, but not limited to, collateralized debt obligations, collateralized loan obligations, commercial mortgage-backed securities, residential mortgage-backed securities and other asset-backed securities, and derivative instruments, including, but not limited to, listed and over-the-counter fixed income derivative instruments, credit default swaps and other swaps and options (purchased or written). This strategy may also involve originating loans as well as investing in instruments which have a fixed or floating rate of return and will have various maturity dates, and may also involve the use of sophisticated and often multidimensional financial instruments with debt characteristics, including, without limitation, investments in notes, bonds, preferred stock, debentures and credit facilities. Meritage also pursues a principally credit investment strategy for certain of its Private Investment Funds. Meritage’s private equity strategy involves investments in, and acquisition of, securities or assets of privately-held or publicly-traded companies and are likely to include minority investments and control stakes, opportunistic investments in public and private debt, equity, real estate, hybrid securities, options and warrants as well as participating in “going private” transactions. Such investments could be pursued in companies at an early or mature stage of business development. Meritage believes this strategy is best accomplished by investing in markets where industry knowledge and superior analysis can offer an investing advantage. Meritage has employed, and expects to continue to employ, this strategy primarily in North America and Western Europe, but may make private equity investments in other regions as well. Meritage’s real estate strategy involves investing throughout the capital structures of assets, portfolios and companies in the commercial and residential real estate sectors, including investments in joint-venture equity, preferred equity, mezzanine debt, mortgage-backed securities and bridge lending investments across all asset types, with a focus on investments prone to fundamental analysis. A key component of this strategy

includes forming programmatic joint-ventures to serve as a platform for future growth, and building longterm relationships with operating partners who share Meritage’s investing philosophy, some of which may serve as a sub-adviser (a “Sub-Adviser”) with respect to certain real estate investments. Real estate may also form a component of Meritage’s other investment strategies described above. Meritage is not limited in the investment strategies it may use for the Private Investment Funds and may use any investment strategy or strategies on behalf of the Private Investment Funds not described herein that Meritage considers appropriate under the circumstances. There are no limitations or restrictions on the particular assets that the Private Investment Funds may acquire or employ or the magnitude of any investment by a Private Investment Fund, or on the trading and investment strategies and techniques that Meritage may utilize on behalf of the Private Investment Funds. As further described below, Meritage implements its investment strategies both directly and/or through External Managers. Meritage has the sole discretion to select External Managers to manage the Private Investment Funds’ assets. Meritage considers a variety of factors when selecting External Managers, including the correlation of an External Manager’s strategy with the overall market of the strategies utilized by the External Managers and the correlation among External Managers utilizing the same or similar strategies, as well as correlation with strategies managed by Meritage directly, results of due diligence investigations, the External Manager’s experience, reputation and track record, fees charged, liquidity terms and risk versus return. It should be noted that these factors are general in nature and it should not be assumed that each External Manager will necessarily meet any particular criterion. Due to legal, tax, regulatory, internal investment guideline or portfolio positioning or other considerations, any given investment opportunity may not be appropriate for all of the Private Investment Funds. As a result, Meritage may make certain investments solely on behalf of one or more Private Investment Funds, either directly or through an affiliated investment vehicle at any time in connection with the management of such Private Investment Fund. Meritage will make such allocation determinations, and may undertake rebalancings of such investments (as between a master fund and its feeder funds and as among such feeder funds) in accordance with its allocation policies. Risk of Loss Investing in securities involves risks of loss that Investors should be prepared to bear. Meritage may engage in a wide range of investment strategies on behalf of the Private Investment Funds, some of which are more traditional investment strategies emphasizing investments in stocks and bonds, but many of which are less traditional investment strategies, such as short sales, hedging (including the use of derivatives), option trading and leverage (including margin trading and investing in derivatives). Many of these strategies may involve greater degrees of risk than more traditional strategies. Material risks with respect to these investment strategies include, but are not limited to, the risks set forth below. It should be noted that, to the extent External Managers utilize similar investment strategies, such risks will also apply to the Private Investment Funds’ investments with External Managers.

Equity Securities. The Private Investment Funds invest in equity securities. Prices of equity securities may fluctuate in accordance with changes in the financial condition of their respective issuers and also in accordance with overall market and economic conditions. In addition, the Private Investment Funds may invest in equity securities issued by unseasoned companies and such investments may be highly speculative. The Private Investment Funds’ investments in equity securities may not generate any income or appreciate in value and may lose value.

Short Sales. A short sale will result in a gain if the price of the securities sold short declines between the date of the short sale and the date on which securities are purchased to replace those borrowed. A short sale will result in a loss if the price of the securities sold short increases. Any gain will be decreased, and any loss will be increased, by the amount of any payment, dividend or interest that the Private Investment Funds may be required to pay with respect to the borrowed securities, offset (wholly or partly) or (in very low interest rate environments) exacerbated by short interest credits. In a generally rising market, short positions may be more likely to result in losses because the securities sold short may increase in value. A short sale involves a finite opportunity for appreciation, but a theoretically unlimited risk of loss. In addition, there can be no assurance that securities necessary to cover a short position will be available for purchase. Investors involved in short selling may be materially and adversely affected by so-called “short squeezes”. A short squeeze may occur when a stock’s price moves higher, for any reason, after the stock is heavily shorted, and short sellers must buy shares to exit their positions and mitigate losses. Those purchases further drive up prices and may prompt more short sellers to exit their short positions. As a result, stock price increases accelerate. This risk was most recently highlighted by substantial losses to certain hedge funds and other short sellers in connection with short squeeze rallies caused by retail investors and social media activity involving companies such as Gamestop Corp. If a Private Investment Fund sells stocks short that become the target of a short squeeze, the Private Investment Fund could suffer significant losses as a result of being compelled to replace borrowed securities at extremely disadvantageous times.

Hedging. Hedging strategies in general are intended to limit or reduce investment risk, but can also be expected to limit or reduce the potential for profit. While a Private Investment Fund may (but is not required to) enter into hedging transactions to seek to reduce risk, there is no guarantee that such hedging transactions will do so and such transactions may result in poorer overall performance for a Private Investment Fund than if it had not engaged in any such hedging transaction.

Volatility. Long-only or long-focused strategies may result in a greater level of volatility in comparison to hedge funds that pursue other investment strategies due to fluctuating prices of equity securities and derivative instruments.

Derivatives. Certain Private Investment Funds enter into derivative transactions, which transactions may expose such Private Investment Funds’ investments to increased risk. Derivatives may be used as a primary strategy or as a hedging technique for other strategies, and may expose the Private Investment Funds’ investments to risk of default by the counterparty, premature termination of the transaction, adverse changes in market conditions, and substantial costs for creating and maintaining the transaction. Such derivative transactions may include, but are not limited to, futures, interest rate swaps, currency swaps, credit default swaps, other swap contracts, forward foreign exchange contracts, swaptions, options, caps, collars and floors. The Private Investment Funds will have complete flexibility to invest in any such securities and derivative instruments which may be developed and which may involve additional risks not described herein. There is no liquid secondary market for such derivative transactions. Certain derivatives instruments purchased by the Private Investment Funds are privately negotiated and therefore are not traded on an exchange. The risk of nonperformance by obligors on such instrument may be greater and the ease with which the Private Investment Funds can dispose of or enter into closing transactions with respect to such instruments may be less than in the case of exchange-traded instruments. Significant disparities may exist between “bid” and “ask” prices for such instruments. In these transactions, the Private Investment Funds must rely on the

creditworthiness of their counterparties, and counterparty or credit risk may be affected by the lack of a central clearinghouse.

Futures and Commodities. Certain Private Investment Funds may invest in futures and commodities. Futures contracts are customarily bought and sold on margins which range upward from less than 5% of the purchase price of the contract being traded. Because of these low margins, price fluctuations in futures markets may create profits and losses which are greater than are possible in other forms of investment. The minimum amount of margin required for a particular futures contract is set from time to time by the exchange upon which such futures contract is traded and may be modified by the exchange at any time during the term of the contract. When the market value of a particular position changes to a point where the margin on deposit does not satisfy margin maintenance requirements, the Private Investment Fund will be subject to a margin call from its broker. If the margin call is not met within a reasonable time, usually less than 24 hours, the broker may close out the position.

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Meritage provides advice to Private Investment Funds and not individually to the Investors in the Private Investment Funds. The Private Investment Funds are exempt from registration under the Investment Company Act. There is no minimum account size for a Private Investment Fund. With respect to the Investors in the Private Investment Funds, there are minimum initial investment amounts that range from U.S. $25,000 to U.S. $10,000,000. Meritage may make exceptions to such minimums, as determined in its discretion.

Meritage (or an affiliate) is entitled to receive performance-based compensation/allocations, which may be in the form of carried interest, from certain Private Investment Funds. Any such performance-based compensation/allocations will be made in accordance with Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Not all of the Private Investment Funds are subject to performance-based compensation/allocations. The amount of the performance-based compensation/allocations for each Private Investment Fund is set forth in the offering documents for each such fund, which are available to Investors. Certain Investors, including but not limited to Supervised Persons of Meritage, may be eligible for performance-based compensation/allocation structures that differ from, and are more beneficial than the standard performance-based compensation/allocation structure, depending on, among other factors, the relationship between Meritage and the Investor. Performance-based compensation/allocation arrangements may create an incentive for Meritage to recommend investments which may be riskier or more speculative than those which would be recommended under a different arrangement. Further, Meritage and its affiliates have significant investments in the Private Investment Funds. As a result, Meritage may have an incentive to favor Clients in which Meritage has a more significant proprietary interest, including in the allocation of investment time and attention. In making determinations regarding the timing of placement of trades for the Private Investment Funds, Meritage may prioritize certain strategies which are pursued by some but not all of the Private Investment Funds. This prioritization may have the effect of impacting (either adversely or positively) the performance of such Private Investment Funds. Meritage has designed and implemented procedures to ensure that where investment opportunities are allocated among the Private Investment Funds, investment opportunities are allocated fairly and equitably, taking into consideration such factors as Meritage deems relevant, which may include the investment objectives and restrictions and the tax characteristics of the Investors in the Private Investment Funds, as well as the availability of such investment opportunities. It is Meritage’s policy to provide individualized treatment to each Private Investment Fund. Thus, given the differing investment objectives and restrictions of the Private Investment Funds, as well as the differing tax characteristics of the Investors in the Private Investment Funds, each Private Investment Fund will not necessarily participate in each transaction in a security or instrument that might be considered within the range of permissible investments. In managing the assets of the Private Investment Funds, from time to time Meritage may engage in transactions with respect to the positions of a “master” Private Investment Fund in a “master fund/feeder fund” structure that are more beneficial to one or more “feeder” Private Investment Funds than to other “feeder” Private Investment Funds (or beneficial to one or more “feeder” Private Investment Funds but not to others). “Feeder” Private Investment Funds may have different tax, regulatory and other concerns and transactions entered into, and investment decisions made, by Meritage on behalf of a “master” Private Investment Fund may impact the “feeder” Private Investment Funds differently. The “master fund/feeder fund” structure may therefore, for example, result in transactions and investment decisions that are less efficient for a “feeder” Private Investment Fund than they would have been if such Private Investment Fund was a “parallel fund” that, in all cases, engaged in transactions directly and where Meritage on behalf of such Private Investment Fund made its own investment decisions. Conflicts of interests may arise in making investment decisions for the “master” Private Investment Funds because transactions that benefit some “feeder” Private Investment Funds more than others or benefit some “feeder” Private Investment Funds but not others may carry certain economic risks to all the “feeder” Private Investment Funds’ assets and because transaction costs are allocated to each of the “feeder” Private Investment Funds pro rata. Further, one Private Investment Fund (either directly or through an affiliated investment vehicle) and another Private Investment Fund may invest in different parts of the capital structure of the same target company (e.g., equity and debt), thus making their interests potentially adverse

to each other or the interest of one Private Investment Fund subordinate to the interest of another Private Investment Fund, such as, if the target company experiences financial distress, undergoes a restructuring or files for bankruptcy. To the extent that a Private Investment Fund holds securities in an issuer with rights, preferences and privileges that are different from those held by one or more other Private Investment Funds in the same issuer, Meritage and its affiliates may be presented with decisions in which the interests of the Private Investment Fund and such other Private Investment Fund are in conflict. Meritage will seek to resolve any conflicts in good faith and with a view to the best interests of all parties, but there can be no assurance that in hindsight Meritage will have made the correct judgment. When buying or selling a security at the same time for one or more Private Investment Funds that pursue overlapping strategies, Meritage will do so in accordance with the applicable offering memoranda of such Private Investment Funds.

Mendocino GP LLC is an affiliate of Meritage that serves as general partner to certain Private Investment Funds that engage principally in a long-focused investment strategy. Meritage Credit Fund I GP, LLC is an affiliate of Meritage that serves as general partner to certain Private Investment Funds that engage principally in a credit investment strategy. Marin LLC is an affiliate of Meritage that serves as administrative manager or special limited partner to certain other Private Investment Funds and receives, or may be entitled to receive, performance-based compensation/allocations from such Private Investment Funds. None of Meritage or its management personnel is registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. None of Meritage or its management personnel is registered, or have an application pending to register, as a futures commission merchant, commodity pool operator (“CPO”), a commodity trading advisor (“CTA”), or is an associated person of the foregoing entities. With respect to certain Private Investment Funds, Meritage currently qualifies for an exemption from registration as a commodity pool operator on the basis that, among other things (i) such Private Investment Funds invest in other commodity pools; (ii) each investor in such Private Investment Funds is an “accredited investor” as defined under the SEC rules; (iii) the interests in such Private Investment Funds are exempt from registration under the Securities Act of 1933, as amended, and are offered and sold without marketing to the public in the U.S.; (iv) participations in such Private Investment Funds are not marketed as or in a vehicle for trading in the commodity futures or commodity options markets; and (v) such Private Investment Funds are currently in compliance with the de minimis thresholds in Commodity Futures Trading Commission (“CFTC”) Rule 4.13(a)(3)(ii). In the future, Meritage may register with the CFTC as a CPO or may qualify for a different exemption from registration. Nathaniel Simons, the Chairman and a Senior Managing Director of the general partner of Meritage, is a director and minority owner of Renaissance Technologies LLC (“Renaissance”), an SEC-registered investment adviser that is also a registered commodity pool operator and commodity trading advisor, and in his capacity as such, is registered as a listed principal with the National Futures Association. Mr. Simons does not have any active involvement in Renaissance’s investment or trading activities, and his relationship with Renaissance does not create a material conflict of interest with Meritage’s Clients. Renaissance is not an advisory affiliate or otherwise a related person of Meritage. Conflicts of Interest Meritage expects that Investors affiliated with Meritage or with Renaissance (the “Affiliated Investors”) will remain the primary investors in the Private Investment Funds for the foreseeable future. Unaffiliated Investors should note that Meritage may allocate the Private Investment Fund’s capital to External Managers based on the perceived optimal allocation for one or more of such Affiliated Investors. In addition, an Affiliated Investor may be permitted to invest in a Private Investment Fund on more favorable terms than an unaffiliated Investor. Certain Investors, including Affiliated Investors and Investors who Meritage, in its sole discretion, classifies as large, strategic investors, may and do from time to time receive additional reporting and/or enhanced transparency and additional access to portfolio and investment information with respect to the Private Investment Funds’ portfolios, including Investment Pools and the Private Investment Funds’ performance attribution that is not received by other Investors, provided that the Investor signs a non-disclosure agreement prior to the receipt of any such information. Such Investors may be able to make investment decisions (including, without limitation, decisions regarding making additional capital contributions,

making withdrawals and entering into hedging transactions designed to offset such investors’ exposure to investment positions taken by the Private Investment Funds) based on information not made generally available to other Investors. Conflicts Related to Special Investors. Meritage has, and will in the future continue to designate certain Investors as special investors (“Special Investors”). Special Investors have preferential arrangements with the Private Investment Funds with respect to management fees, performance allocations, withdrawals, and may also have preferential arrangements with respect to other aspects of their investments in such Private Investment Funds, or which otherwise differ from those of other investors of such Private Investment Funds. Examples of persons who may qualify as Special Investors are Meritage and its affiliates, as well as their current and former employees, partners, officers and/or directors (and their respective family members), and current and former employees, partners, principals, officers and/or directors of Renaissance and its affiliates (and their respective family members), as well as trusts, vehicles and other entities affiliated or otherwise related to each the foregoing. Furthermore, in their capacity as Special Investors, Meritage, its affiliates and private investment funds managed by Meritage are permitted to make withdrawals from certain Private Investment Funds on a monthly basis (including in respect of amounts attributable to performance allocations or management fees and any appreciation thereon). Fundraising for Seed Capital or Strategic Investments; Services Agreement with Limited Purpose BrokerDealer. Personnel of Meritage or its affiliates are expected, from time to time, to provide capital raising, investor relations and/or related services on behalf of third-party investment managers with which a Private Investment Fund has made “seed capital” or strategic investments (i.e., investments which provide a Private Investment Fund with interests in the revenue streams associated with management fees and incentive compensation generated for such third-party investment managers in respect of the third-party investment managers’ funds and investment vehicles, including those funds and investment vehicles for which a Private Investment Fund has provided seed capital). In general, those Private Investment Funds that have made “seed capital” or strategic investments in such third-party managers benefit from additional capital invested in the third-party managers’ funds and accounts as a result of the potential increase in asset-based fee and performance compensation revenue that such additional capital may generate. In order to facilitate the provision of such capital-raising services by personnel of Meritage or its affiliates in compliance with applicable law and regulations, Meritage and its affiliates have retained a limited purpose broker-dealer to provide limited purpose broker-dealer services, including the licensing and regulatory supervision of certain employees of Meritage and its affiliates as registered representatives of the limited purpose broker-dealer, itself a registered broker-dealer. Compensation payable and expenses reimbursable to the limited purpose broker-dealer under such arrangements will be borne by the applicable Private Investment Fund that participates in the relevant “seed capital” or strategic investments, and such Private Investment Fund’s portion of such expenses, as determined in accordance with Meritage’s expense allocation policies, will be borne by such Private Investment Fund as a fund expense. Personnel of Meritage who provide capital-raising, investor relations and/or related services to third-party investment managers with which a Private Investment Fund has made or will make seed capital and/or strategic investments are expected to be compensated (directly or indirectly through Meritage or an affiliate) by such third-party investment managers based on the amount of capital raised by such personnel for such investment managers’ funds. Such compensation will not be offset against or reduce such Private Investment Fund’s management fees or be shared with such Private Investment Fund or its investors in any manner. Because the overall asset-based fees and performance compensation that may be charged to any fund or investment vehicle of a third-party manager with which a Private Investment Fund will make a seed investment in the future are subject to negotiation by prospective investors based on market terms for such management services, and because the Private Investment Funds, in respect of such seed investments, will generally receive a percentage of such fees and compensation, the existence of compensation to Meritage’s

(and its affiliates’) personnel or the potential therefor may have an adverse effect on the percentages of revenue shares that are negotiated on behalf of such Private Investment Fund in exchange for its future seed investments and therefore an adverse effect on the value of such Private Investment Fund’s seed investments. While compensation paid to the personnel of Meritage and its affiliates described above is expected to be borne by the third-party investment managers out of their own management fees and/or performance based compensation, to the extent any such compensation is ultimately borne by the funds in which a Private Investment Fund has invested seed capital, such expenses would also be expected to reduce investment returns to such Private Investment Fund in respect of such seed investments.

Code of Ethics Meritage has adopted a Code of Ethics pursuant to Advisers Act Rule 204A-1 that is applicable to Supervised Persons. The Code of Ethics requires Supervised Persons to exercise their authority and responsibility for the benefit of Clients and to refrain from activities that may conflict with the interests of Clients. The Code of Ethics contains policies and procedures that, among other things:

prohibit trading on the basis of material non-public information;

prohibit Supervised Persons from taking personal advantage of opportunities belonging to Clients;

place limitations on personal trading by Supervised Persons (including generally prohibiting investing in initial public offerings) and impose reporting and certain preclearance obligations with respect to such trading;

require Supervised Persons to obtain preclearance of transactions in private placements;

impose limitations on the giving or receiving of gifts and entertainment; and

restrict Supervised Persons’ outside business activities.

Meritage’s Chief Compliance Officer (“CCO”), with assistance from other members of Meritage’s legal/compliance team, monitors compliance with these and all other aspects of the Code of Ethics. Supervised Persons of Meritage may engage in investment and trading activities and may invest with one or more External Managers for their own account, provided that any such investment is subject to Meritage’s Code of Ethics, described above. Any conflict between a Private Investment Fund and a Supervised Person would be addressed in accordance with its Code of Ethics. Meritage is not obligated to devote any specific amount of time to the affairs of the Private Investment Funds nor is it required to accord exclusivity or priority to the Private Investment Funds in the event of limited trading or investment opportunities arising from the application of position limit or other trading restrictions or opportunities. Conflicts of interest are discussed in further detail in the offering documents for the Private Investment Funds. The Code of Ethics provides that, at all times, Supervised Persons must ensure that Meritage meets its fiduciary obligations to Clients. A copy of the Code of Ethics is available to Clients or prospective clients by submitting a request to the CCO. Interest in Client Transactions Meritage invests Private Investment Fund assets in one or more private investment vehicles for which Meritage or its affiliates acts as investment manager; however, in such case Investors do not bear additional layers of management fees or performance allocations. Meritage may, on behalf of a Private Investment Fund, for liquidity, portfolio rebalancing or other reasons, enter into transactions with another Private Investment Fund or other investment and trading account

advised by Meritage. The terms of any such cross transactions will be commercially reasonable and will not be materially less favorable to such Private Investment Fund than those available in the market. Neither Meritage nor its affiliates will receive special fees or other compensation in connection with cross transactions. Expenses incurred in such transactions will be allocated equitably in the sole discretion of Meritage between such Private Investment Fund and the other party to the cross transaction. Similarly, if a transaction is cancelled, any costs incurred will be allocated equitably in the sole discretion of Meritage between such Private Investment Fund and the other party to the cross transaction. With respect to certain Private Investment Funds, Meritage generally undertakes semi-annual rebalancing activities as between a master fund and its feeder funds and as among such feeder funds, but may conduct rebalancings at any time and may modify the methodology for rebalancings in its sole discretion. Any such rebalancings are made in accordance with the applicable offering memoranda of such Private Investment Funds. Meritage also expects, from time to time, to enter into trades on behalf of a Private Investment Fund with affiliated investment vehicles or affiliates of Meritage that are deemed to be principal trades within the meaning of Section 206(3) of the Advisers Act due to the amount of related party capital in such affiliated investment vehicles when Meritage determines that to do so is in the best interests of such Private Investment Fund. In analyzing such principal transactions, Meritage will have a conflict between acting in the best interest of the Private Investment Fund and acting in the interest of itself or its affiliates by selling or purchasing a particular security or other asset. Meritage will only cause a Private Investment Fund to engage in such transactions with an affiliate of Meritage or other principal account to the extent permitted by applicable law and in compliance with Section 206(3) of the Advisers Act, including, if required or appropriate, the making of appropriate disclosure to and receipt of consent from the Private Investment Fund or investors therein. Certain Private Investment Funds have adopted mechanisms for a conflicts reviewer (a “Conflicts Reviewer”) to provide consent for principal transactions on behalf of such Private Investment Fund.

Best Execution Meritage has the authority to determine for the Private Investment Funds, without obtaining any consent, (1) securities to be bought and sold, (2) the amount of such securities to be bought and sold, (3) the broker or dealer to be used, and (4) commission rates paid. Meritage’s authority is limited by its own internal policies and procedures and each Client’s investment guidelines. Brokers for transactions in respect of investment strategies managed directly by Meritage will be selected by Meritage, and brokers for transactions on behalf of the Investment Pools in which the Private Investment Funds invest, and will continue to invest, will be selected by the External Managers. In selecting brokers to execute transactions, Meritage or the External Managers need not solicit competitive bids and do not have an obligation to seek the lowest available commission cost to be charged by the brokers it or they select. Because brokers are selected based on factors other than “execution only” commission rates, a Client may be deemed to be paying for other products and services, including research, provided by the broker which are included in the commission rate. Portfolio transactions for the Private Investment Funds may be allocated to brokers on the basis of obtaining the best overall terms available, which Meritage or each External Manager, as the case may be, will evaluate based on a variety of factors, including the ability to achieve prompt and reliable execution at favorable prices, the operational efficiency with which transactions are effected, the competitiveness of the commission rates, the terms of borrowings available from the broker, the financial strength, integrity and stability of the broker, and the quality, comprehensiveness and frequency of available research and related services considered to be of value. Recognizing the values of these factors, Meritage or the External Managers may select a broker who charges brokerage commissions in excess of that which another broker might have charged for effecting the same transaction. With respect to the selection of brokers for investment strategies managed directly by Meritage, Meritage will make a good faith determination that the amount of commission is reasonable in relation to the value of the brokerage and research services received, viewed in terms of either the specific transaction or Meritage’s overall responsibility to its Clients. Research and Other Soft Dollar Benefits As noted above, Meritage and the External Managers may pay a broker a commission in excess of that which another broker might have charged for effecting the same transaction in recognition of the value of the brokerage, research and related services provided by the broker. Such brokerage practices are often referred to as the use of “soft dollars.” These arrangements allow Meritage and the External Mangers to supplement their own research analysis with the research and information provided by the broker. Such arrangements also provide an incentive for Meritage and the External Managers to direct Client transactions to brokers that provide the research and other services. To the extent that such research products and services are obtained or “soft dollar credits” (which can be used to pay for soft dollar items) are generated, Meritage and/or the External Managers will be receiving a benefit by reason of the direction of commissions because they will not need to produce or pay for the products or services (or charge such expenses to Clients). As a result of the brokerage arrangements utilized by Meritage and the External Managers, conflicts of interest may arise between Meritage or the External Manager, on the one hand and their Clients, on the other hand, because some research and other products and services may not necessarily be used by Meritage or the External Manager, as applicable, in servicing the Clients whose commission dollars provided for the research and Clients may not, in any particular instance, be the direct or indirect beneficiary of the research or other products and services provided.

Section 28(e) of the Securities Exchange Act of 1934, as amended, provides a safe harbor that allows investment managers with discretionary authority over client accounts to pay more than the lowest possible commission in order to obtain “brokerage and research services” without breaching their fiduciary duties to clients. Meritage currently seeks to limit the use of “soft dollar” benefits from brokers to products and services that fall within the safe harbor provided by Section 28(e). Meritage intends to use, and in the past fiscal year has used, research products and services within the Section 28(e) safe harbor. Such products and services generally include, among other things, advice, analyses, reports, publications and writings that furnish advice as to the value of investments, the advisability of investing in, purchasing or selling investments, and the availability of investments, as well as analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts which Meritage determines constitute advice, analysis or reports. Such research services also include, among other things, market data services such as stock quotes, last sale prices, trading volumes and financial and economic data, pre-trade and post-trade analytics, software and other products that depend on market information to generate market research (including research on optimal execution venues and trading strategies), raw data which Meritage can use to prepare its own research analytics, conferences and seminars related to research discussions, meetings with corporate executives to obtain reports on, among other things, the performance of a company, publications targeted at a narrow audience, including, without limitation, publications which are directed to readers with specialized interests in particular products, industries or issuers, and software that provides analyses of investment portfolios. In addition, Meritage intends to acquire, and in the past fiscal year has acquired, certain brokerage services within the Section 28(e) safe harbor. Such services generally include clearance, settlement and short term custody services in connection with trades effected by the broker or dealer, post-trade services incidental to executing a transaction, comparison services that are required by SEC or self-regulatory organization rules, such as the use of electronic confirmation and affirmation of institutional trades, communications services related to execution, clearing and settlement of investment transactions, trading software to route orders to market centers, software that provides algorithmic trading functionalities and software used to transmit orders to direct market access systems. External Managers also may use brokerage and research services within the safe harbor provided by Section 28(e), including those described above. However, they may not necessarily comply with the safe harbor provided by Section 28(e) in all circumstances. Conduct outside the safe harbor afforded by Section 28(e) is subject to the applicable standards of fiduciary duty under applicable law and the Advisers Act. To the extent an External Manager uses commissions to obtain soft dollar credits that would otherwise be an expense of the External Manager, such credits in effect constitute additional compensation to the External Manager. Directed Brokerage Meritage may request External Managers that trade a portion of Private Investment Funds’ assets through managed accounts to direct brokerage transactions to particular brokers, but the External Managers will generally not be under any obligation to do so. Brokerage fees for such managed accounts are paid directly by the Private Investment Funds; brokerage fees for investments by Investment Pools are generally one of the expenses of such Investment Pools.

Aggregation Except in certain circumstances, Meritage generally seeks to aggregate sale and purchase orders of securities held by the Private Investment Funds with similar orders being made simultaneously for other accounts as it is Meritage’s view that aggregating orders is likely to result in an overall economic benefit to one or more Private Investment Funds, such as a relatively better purchase or sale prices, lower commission expenses or beneficial timing of transactions, or a combination of these and other factors. In certain instances, the purchase or sale of securities for one or more Private Investment Funds will be effected simultaneously with the purchase or sale of like securities for another Private Investment Fund. Such transactions may be made at slightly different prices, due to the volume of securities purchased or sold. In such event, the average price of all securities purchased or sold in such transactions may be determined, and at Meritage’s sole discretion, the Private Investment Funds may be charged or credited, as the case may be, the average transaction price. To the extent an aggregated order is only partially filled, it will be allocated pro rata among the relevant Private Investment Funds in the proportions that would have applied had the order been fully filled. Trade Errors It is Meritage’s policy that the utmost care is to be taken in making and implementing investment decisions on behalf of Client accounts. To the extent that any errors occur, they are to be resolved promptly and reported to Meritage’s Chief Financial Officer (the “CFO”) and the CCO, in each case in accordance with Meritage’s policies and procedures.

Neither Meritage nor any of its related persons have any arrangements, oral or in writing, through which they are paid cash by or receive an economic benefit from a non-Client in connection with giving advice to Clients. Meritage has engaged, and may in the future continue to engage, one or more third-party placement agents in respect of the offering of interests in one or more Private Investment Funds to certain prospective investors. To the extent Meritage engages one or more placement agents on behalf of a Private Investment Fund, potential investors should be aware that each placement agent will be paid a placement fee, which may be based upon the amount of capital raised by such placement agent.

There are no legal or disciplinary events that are material to a Client’s or prospective client’s evaluation of Meritage’s advisory business or the integrity of Meritage’s management.

The CFO and portfolio management personnel monitor the Private Investment Funds’ trading consistent with each such Private Investment Funds’ investment objectives. The assets of the Private Investment Funds are monitored on a day-to-day basis by in-house portfolio managers, including with respect to investment guidelines or restrictions. The portfolio managers also meet with the Chairman of Meritage’s general partner to periodically review the activities of the Clients (including any investment guidelines or restrictions). Reports Within 120 days of Meritage’s fiscal year end, Meritage will send to each Investor in a Private Investment Fund an annual written report containing audited financial statements with respect to the prior year. As soon as practicable following year end, Meritage will send to each Investor in a Private Investment Fund annual tax information needed for the preparation of the Investor’s income tax returns. During the year, Investors will receive at least quarterly unaudited written reports on the applicable Private Investment Fund’s performance.

Meritage’s Clients are the Private Investment Funds, which are pooled investment vehicles. By virtue of its role as investment general partner and/or investment manager, Meritage is deemed to have custody of the assets of such Private Investment Funds. Assets of such Private Investment Funds are maintained with qualified custodians to the extent required by Rule 206(4)-2 under the Advisers Act. An independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, audits the Private Investment Funds annually and the audited financial statements are distributed to Investors within 120 days after the end of the Private Investment Funds’ fiscal year.

Meritage provides discretionary investment management services to the Private Investment Funds in accordance with the investment objectives and restrictions of each such fund. This means that Meritage has the authority to determine (i) the securities to be purchased and sold for the Private Investment Funds (subject to the investment objective and restrictions of each Private Investment Fund) and (ii) the amount of securities to be purchased or sold for the Private Investment Funds, in each case without notice to, consulting with, or seeking the consent of, the Private Investment Funds or the Investors prior to engaging in such transactions.

Meritage has authority to vote proxies associated with investment strategies it manages directly and acknowledges its fiduciary obligation to vote such proxies in the best interests of the Private Investment Funds, consistent with their investment objectives. When exercising voting authority, Meritage aims to consider the relevant material factors of its vote that could affect the value of the applicable Private Investment Fund’s investments in order to vote, in its judgment, in a manner that is most likely to maximize the value of the applicable Private Investment Fund’s investments. A decision may be made not to vote a proxy if the analyst(s) and/or portfolio manager(s) responsible for voting determine that not casting a vote is appropriate and in a Private Investment Fund’s best interests. For example, it is Meritage’s policy, generally, that proxies involving rehypothecated securities or securities that have already been sold or for which exposure has otherwise been eliminated will not be voted. It is Meritage’s policy generally to vote in favor of management proposals aimed at effectuating standard and necessary aspects of business operations, such as the election of directors. Each proxy proposal is reviewed on a case-by-case basis by a member of Meritage’s investment team. There may be cases in which proxies are voted differently on the same matter for different Private Investment Funds, if the interests of such Private Investment Funds diverge. In the event of a conflict of interest is identified in connection with voting a particular proxy, the CCO or his or her designee will review all proxy materials where conflicts of interest have been identified and determine whether such conflict is material. Where the CCO or his or her designee determines that there is a potential for a material conflict of interest regarding a proxy, the CCO or his or her designee will consult with the portfolio manager(s) and the CFO and a determination will be made as to the steps to be taken. In the event of a material conflict of interest, the CCO or his or her designee will document the steps taken to evidence that the proxy vote or abstention was in the best interest of the Private Investment Funds and not the product of any material conflict. Meritage has adopted proxy voting policies and procedures in accordance with Rule 206(4)-6 under the Advisers Act. Meritage will ensure that all books and records relating to its proxy voting activities are retained in accordance with the requirements of Rule 204-2(c)(2) under the Advisers Act. Clients may obtain a copy of Meritage’s proxy voting policies and procedures and information about how Meritage voted their securities by contacting the CFO.

Meritage is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to Clients. Meritage has not been the subject of a bankruptcy proceeding within the past 10 years.