A. Describe your advisory firm, including how long you have been in business.
Identify your principal owner(s).
Merit Capital Partners IV, L.L.C. (“Merit Capital” or the “Firm”) is a Delaware limited liability
company that, together with its affiliates, provides advisory services to private investment funds.
Merit Capital’s operations are controlled by its managing members.
Founded in December 2003, Merit Capital’s investments are generally in mezzanine and equity
capital in middle market companies, principally doing business in manufacturing, distribution and
service industries. The principal investment strategy of Merit Capital is to achieve long-term
capital appreciation, primarily by making direct privately negotiated mezzanine investments
through fixed-rate subordinated debt and preferred and common equity.
As of December 31, 2023, Merit Capital’s affiliated entities are Merit Capital Partners IV, L.P.
(“Merit IV”), Merit Capital Partners V, L.P. (“Merit V”), Merit Capital Partners VI, L.P. (“Merit
VI”) and Merit Capital Partners VII, L.P. (Merit VII”), and together with Merit IV, Merit V, Merit
VI, the (“General Partners”). The General Partners each serve as general partner to one or more
partnerships and have the authority to make investment decisions for the partnership, which they
advise.
The Adviser’s clients are the partnerships, together with any future private investment fund to which
Merit Capital or its affiliates provide advisory services. The funds include: Merit Mezzanine Parallel
Fund IV, L.P. (“Parallel Fund IV”), Merit Mezzanine Fund V, L.P. (“Main Fund V”), Merit
Mezzanine Parallel Fund V, L.P. (“Parallel Fund V”), and together with Main Fund V Main, “Fund
V”), Merit Mezzanine Fund VI, L.P. (“Fund VI”) and Merit Capital Fund VII, L.P. (“Fund VII”).
B. Describe the types of advisory services you offer. If you hold yourself out as
specializing in a particular type of advisory service, such as financial
planning, quantitative analysis, or market timing, explain the nature of that
service in greater detail. If you provide investment advice only with respect to
limited types of investments, explain the type of investment advice you offer,
and disclose that your advice is limited to those types of investments.
Merit Capital provides advisory services as a private equity fund manager to its funds. Merit
Capital’s investment advisory services consist of identifying and evaluating investment opportunities,
negotiating the terms of investments, managing and monitoring investments
and ultimately selling
those investments.
Investments are made predominately in non-public companies, and the funds are expected to invest
primarily in fixed-rate subordinated debt instruments of private operating companies and related
equity interest of such companies. Investments in public companies are permitted, subject to certain
limitations in the limited partnership agreement of each partnership (the "Partnership Agreement").
The partnerships may also invest directly in preferred stock and common stock.
C. Explain whether (and, if so, how) you tailor your advisory services to the
individual needs of clients. Explain whether clients may impose restrictions
on investing in certain securities or types of securities.
Merit Capital does not tailor its advisory services to the individual needs of investors in its funds.
Merit Capital’s investment advice and authority for each fund are tailored to the investment
objectives of that fund. These objectives are described in the private placement memorandum,
limited partnership agreement, investment advisory agreement and other governing documents of
the relevant fund (collectively, “Governing Documents”).
Fund investors cannot impose restrictions on investing in certain securities or types of securities.
Investors in funds participate in the overall investment program for the applicable partnership, but
may be excused from a particular investment due to legal, regulatory or other applicable constraints,
pursuant to the terms of the applicable Partnership Agreement. Merit Capital may enter into side
letters or similar agreements with certain investors that have the effect of establishing rights under,
or altering or supplementing a fund's Partnership Agreement.
D. If you participate in wrap fee programs by providing portfolio management
services, (1) describe the differences, if any, between how you manage wrap
fee accounts and how you manage other accounts, and (2) explain that you
receive a portion of the wrap fee for your services.
Merit Capital does not participate in wrap fee programs.
E. If you manage client assets, disclose the amount of client assets you manage
on a discretionary basis and the amount of client assets you manage on a non-
discretionary basis. Disclose the date “as of” which you calculated the
amounts.
As of December 31, 2023, Merit Capital managed fund assets of approximately $1.1 billion on a
discretionary basis. Merit Capital does not manage any assets on a non-discretionary basis.