A. Description of Advisory Firm
Merit Fund Advisors, LLC, an Alabama limited liability company (hereinafter, “MFA”), is an investment
advisory firm located in Birmingham, Alabama that was formed on April 3, 2017. Sterling Capital
Management, Inc., an Alabama corporation (“Sterling Capital”), owns one hundred percent (100%) of
MFA. Sterling Capital is owned and controlled by Benny M. LaRussa, Jr., an individual resident of the
State of Alabama.
MFA serves as the investment adviser for, and provides investment advisory services to, private pooled
investment vehicles (each, a “Fund”) that are sponsored and/or controlled by one or more affiliates of MFA
(collectively, the “MFA Affiliates”). Each Fund’s securities are offered to investors on a private placement
basis.
The Funds fall into one of two categories: (i) private pooled investment vehicles that invest in privately
owned, emerging businesses in the consumer goods industry (collectively, the “Fenwick Funds”); or
(ii) private pooled investment vehicles that invest, directly or indirectly, in real estate properties and projects
(collectively, the “StoneRiver Funds”).
Fenwick Brands, Inc. (“Fenwick”) or an affiliate thereof (collectively, the “Fenwick Companies”) sponsors
and serves as manager of each Fenwick Fund. StoneRiver Company, LLC (“StoneRiver”) or an affiliate
thereof (collectively, the “StoneRiver Companies”) sponsors and serves as managing member of the
StoneRiver Fund. Fenwick, the other Fenwick Companies, StoneRiver and the other StoneRiver
Companies are all MFA Affiliates. As used herein, the term “client” generally refers to each Fund that
receives investment advisory services from MFA. A Fenwick Company serving as a manager or managing
member of a Fenwick Fund under such Fenwick Fund’s organizational documents shall be referred to as a
“Fenwick Fund Manager” herein, and a StoneRiver Company serving as a manager, managing member or
general partner of a StoneRiver Fund under such StoneRiver Fund’s organizational documents shall be
referred to as a “StoneRiver Fund Manager” herein.
Fenwick was formed in 2005 to invest in consumer-packaged goods companies that have strong, high-
potential brands that require capital, strategy or operational expertise to grow. Fenwick looks at potential
portfolio companies holistically and takes a diligent approach to its capital, both human and financial.
Traditionally, Fenwick and the other Fenwick Companies have contributed capital to facilitate business
expansion, growth plans, management buyouts and business recapitalizations.
StoneRiver was formed in 2006 to, among other things, acquire, operate, develop, manage and invest in
real estate. StoneRiver has acquired, developed, leased, managed and/or sold real estate with an aggregate
gross asset value of over $1 billion since its inception.
B. Types of Advisory Services Provided
MFA, directly or indirectly, provides investment advisory services to the Funds in respect of their respective
investment holdings and portfolios, as well as certain ancillary management and administrative services.
These investment, management and administrative services include, among others, identifying and
screening potential investments, establishing investment objectives, recommending strategies for and
overseeing the acquisition, management and disposition of investments, identifying investment
opportunities for the Funds, monitoring the performance of investments, preparing required reports to the
Funds and their investors and ensuring compliance by the Funds with applicable governing and operating
documents.
Each Fund’s portfolio is managed by MFA pursuant to an investment management agreement
with MFA, the investment guidelines contained or incorporated therein and the Fund’s specific investment
policy set forth in Fund’s governing and offering documents.
MFA’s clients are the respective Funds. Interests in the Funds are privately offered to qualified investors,
including eligible high net worth individuals, family offices and institutional investors.
MFA provides investment advisory services to the Fenwick Funds on potential investments in privately
owned, emerging businesses that require some combination of capital, strategy or operational expertise.
Fenwick Funds provide capital to facilitate business expansion, growth plans, management buyouts and
business recapitalizations for its investments.
MFA provides investment advisory services to the StoneRiver Funds on real estate investments, principally
through acquisitions of existing multifamily real estate assets generally located in the Southeast United
States. StoneRiver Funds also seek opportunities to invest in certain developments of new multifamily real
estate assets generally located in the Southeast United States, subject to applicable investment guidelines
and restrictions in such Funds’ offering documents. Future StoneRiver Funds could also invest in additional
property types, subject to any applicable investment guidelines and restrictions set forth in the offering
documents for such Funds.
MFA only provides investment advice with respect to the limited types of investments described in the
immediately preceding two paragraphs (as further described in Item 8).
MFA (together with the Fenwick Fund Manager or StoneRiver Fund Manager, as applicable) identifies,
investigates, underwrites and executes each investment, provides asset and investment management
services for each investment while owned by a Fund, determines when a sale or other disposition of an
investment would be beneficial to a Fund and oversees such ultimate sale or other disposition. For more
information about these investment types and the investment strategies supporting such types, please refer
to the information provided in Item 8.
C. Services Tailored to Individual Needs of the Client
MFA’s investment advisory services are specialized to the management of each Fund and such Fund’s
investment objectives, parameters and restrictions disclosed to prospective investors in such Fund’s offering
materials and governing documents, including its subscription documents and the Fund’s organizational
documents.
MFA and/or an MFA Affiliate may from time to time also enter into side letters or other agreements with
specific investors in a Fund to establish certain rights under, or otherwise alter or supplement, the terms of
such Fund’s governing documents, including providing differing fee and return structures or providing
alternative access rights to Fund information or reporting. Any rights established, or terms altered or
supplemented, will govern and affect only such Fund investor and not the Fund as a whole. Neither MFA
nor an MFA Affiliate will enter into a particular side letter if MFA determines that the provisions contained
in such side letter would be disruptive or otherwise disadvantageous to the applicable Fund or its investment
strategy and program.
D. Wrap Fee Program
MFA does not participate in wrap fee programs for any of its Funds.
E. Client Assets
As of January 1, 2024, MFA managed approximately $188.58 million of Fund assets. MFA manages all
of these assets on a discretionary basis.