Manhattan West Asset Management LLC

ITEM 5: FEES & COMPENSATION

Compensation for Our Advisory Services
Wrap Comprehensive Portfolio Management:
Please see MWAM’s Wrap Fee Program Brochure.
Financial Planning, Consulting, Business Management & Insurance:

MWAM charges on an hourly or flat fee basis for Financial Planning & Consulting. The total estimated
fee, as well as the ultimate fee charged, is based on the scope and complexity of MWAM’s engagement
with the client. The maximum hourly fee to be charged will not exceed $500. Flat fees range from
$15,000 to $60,000. MWAM requires a retainer of fifty percent (50%) of the ultimate financial
planning or consulting fee at the time of signing. The remainder of the fee will be directly billed to the
client and due within thirty (30) days of a financial plan being delivered or consultation rendered.
Subject to MWAM’s discretion, fees may be reduced or waived.

For clients who purchase Ancillary Business Line or Fund products, respective fees are set forth below,
along with qualifying information specific to each Ancillary Business Line or Fund product. The ultimate
fee charged for any Ancillary Business Line or Fund product purchased depends on the scope and
complexity of the client’s needs, and the work required to service those needs. As such, it is possible
that a highly complex client purchasing Ancillary Business Line or Fund products could be charged a
fee in excess of the below ranges. MWAM may adjust the fees for services from time to time, but any
increases will only become effective on mutual agreement of the parties.

    •   Financial Planning & Consulting Services - MWAM charges on an hourly or flat fee basis for
        Financial Planning & Consulting. The total estimated fee, as well as the ultimate fee charged, is
        based on the scope and complexity of client’s financial situation and the amount of time MWAM
        requires to perform such services. For hourly based engagements, the maximum hourly fee
        charged will not exceed $500 per hour. For flat fee services, fees range from $15,000 to
        $60,000. MWAM requires fifty percent (50%) of the estimated fees (or for flat fee, the
        contracted fee) up front. The remainder of the fee will be directly billed to the client and due
        within thirty (30) days project completion. Fees may be waived or reduced by MWAM, in its
        discretion.

    •   Retirement Plan Consulting - Retirement Plan Consulting services are billed as a percentage
        of the value of assets under management. The total estimated fee, as well as the ultimate fee
        charged, is based on the scope and complexity of MWAM’s engagement with the client. Fees
        based on a percentage of managed Plan assets will not exceed 1.5%. The fee-paying
        arrangements for Retirement Plan Consulting service will be determined on a case-by-case
        basis and will be detailed in the signed consulting agreement.

    •   Funds - Management Fees, Carried Interest, and other fees or charges described herein are
        generally subject to modification, waiver, or reduction by the Fund’s Manager or General
        Partner in its sole discretion, both voluntarily and on a negotiated basis with selected investors
        via side letter or other arrangements. Such preferential treatment will be disclosed to other
        investors in the same Fund consistent with rules promulgated by the SEC. Fees differ from one
        Fund to another, as well as among investors in the same Fund. Each Fund’s Manager or General
        Partner retains flexibility to structure its compensation from investors. The following
        describes the fees or other charges which Affiliate Managers charge Fund investors:

           o   Management Fees – Each Fund’s Manager or General Partner charges the Fund
               management fees (the “Management Fee”) calculated as a percentage of each investor’s
               capital commitment or contributions. Management Fees typically range from 1% to 3%
               per year, either annually or up front, but vary depending on each individual Fund. The
               precise Management Fee, the manner of calculation, and timing of payments are set
               forth in such Fund’s offering documents which are presented to each investor prior to
               making investment in such Fund. Management Fees may also be reduced for individual
               investors by other compensation or fees paid to MWAM (for example an investor’s
               share of Management Fees for a Fund may be reduced in proportion to advisory fees
               paid to MWAM or its affiliates), amounts that relate to such Fund’s activities and
               investments, or other organizational or other expenses borne by such Fund as
               described in more detail below. Management Fees paid by a Fund are indirectly borne
               by investors in such Fund.

           o   Carried Interest – In addition to Management Fees, Affiliate Managers receive
               compensation based on performance of the Fund for which it serves as the General
               Partner or Manager, commonly referred to as “Carried Interest”. The amount of Carried
               Interest paid to the Affiliate Manager is set forth in each Fund’s offering documents, and
               typically ranges from 10% to 30% of Fund returns in excess of a specified amount. The
               precise Carried Interest fee, the manner of calculation, and timing of payments are set
               forth in each respective Fund’s offering documents which are presented to each
               investor prior to making investment in such Fund. The amount of Carried Interest may
               also be reduced for individual investors either voluntarily or through negotiations with
               the Affiliate Manager. The amount of Carried Interest charged varies by Fund and may
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ITEM 7: TYPES OF CLIENTS & ACCOUNT REQUIREMENTS

MWAM provides investment advisory services to the following types of clients:
   •   Individuals;
   •   High Net Worth Individuals;
   •   Trusts, Estates or Charitable Organizations;
   •   Endowments and Foundations;
   •   Public and Private Pensions;
   •   Profit Sharing Plans;
   •   Corporations, Limited Liability Companies and/or other business entities; and
   •   Pooled Investment Vehicles.
MWAM’s requirements for opening and maintaining accounts or otherwise engaging us are:

   •   A minimum account balance of $3,000,000 for our Advisory and Financial Planning services.
       At its sole discretion, MWAM may accept accounts below the stated minimum.
   •   Financial Planning & Consulting plans are generally assessed a minimum fee of $15,000. Wrap
       Clients are not required to purchase a written financial plan to participate in MWAM’s
       Comprehensive Wrap Portfolio Management service. At its sole discretion, MWAM may waive
       any fees for written financial plans.