MW Advisor LLC

FEES AND COMPENSATION

A.     Advisory Services and Fees

        The Fund pays to the Adviser an annual management fee of up to 1.50% based on invested
capital and an incentive fee in the form of carried interest, subject to a preferred return hurdle. From
time to time, we may negotiate lesser or different fee schedules for individual Fund investors based
on a variety of factors, including but not limited to: the nature or size of the investment, the timing
of an investor’s commitment, or investments made by the investor in funds or accounts managed by
the Adviser or its affiliates. We structure any performance or incentive fee arrangement in accordance
with Section 205(a)(1) of the Investment Advisers Act and the rules and regulations promulgated
thereunder, including the exemption set forth in Rule 205-3 permitting performance fee arrangements
with “qualified clients.”

        The Adviser and/or general partner have discretion to waive or reduce the application of
certain provisions of the Fund governing documents with respect to an investor (including those
related to fees, performance-based compensation, and withdrawals) without obtaining the consent of
any other investor.

       Co-investment opportunities are subject to negotiated fees depending on the nature of the
opportunity and the investors participating therein.

B.     Payment of Fees

        The Fund Documents govern the terms of compensation and the manner in which we charge
fees to the Fund. All management fees are directly debited out of the Fund’s assets and reduce the
balance of the corresponding limited partners’ capital accounts. Our management fees are paid
quarterly in advance, based on each limited partner’s invested capital as of the first day of each
quarter. Incentive fees are charged annually upon cash distributions. Fees are prorated for partial
periods.

C.     Additional Expenses and Fees

        Our fees are exclusive of other charges, fees, and expenses which are paid by the Fund. Such
expenses are set forth in the Fund Documents. As a general matter such expenses include, among
other things: external (i.e., third party) legal, audit, tax preparation, accounting, operational,
administrative, insurance, regulatory and research fees and expenses; technology expenses;
investment expenses such as commissions; regulatory filing fees; direct fees and expenses related
to the analysis, purchase or sale of investments, whether or not a particular investment is
consummated, such as legal fees, travel and due diligence expenses; interest on margin accounts
and other indebtedness; borrowing costs; custodial fees; and any other expenses reasonably related
to the purchase, sale or transmittal of Fund assets. These charges, fees, and expenses are exclusive
of and in addition to our management and incentive fees. We do not receive any portion of these
charges, fees, and expenses and do not receive a brokerage commission or other compensation
attributable to the sale of a security or other investment product. Organizational expenses paid by

the Fund are subject to a cap and any excess expenses will be paid by the Adviser directly or in the
form of an offset to the management fee.

        The Fund will also reimburse the Adviser for certain internal research, operations,
accounting, legal, compliance, administrative, technology or asset management expenses incurred
by the Adviser or its affiliates and allocated to the Adviser in connection with performing services
for the Fund (“Research/Ops Expenses”). Research/Ops Expenses that are charged to the Fund are
disclosed in the Fund Documents and are subject to an annual cap (typically a percentage of the
Fund’s net asset value).

        Other expenses incurred on behalf of the Fund and clients of MAM are allocated by MAM
and the Adviser in a way they determine to be fair and equitable. Expense allocations are generally
made based on good faith assessments regarding which clients benefited or will benefit from
incurring the given expense. Expenses may be allocated based on the pro rata ownership of clients
in an investment opportunity or the relative net asset value or committed capital of the relevant
clients or may be allocated equally among clients or among business lines (and then to the clients
being advised by such business lines). In addition, MAM may take into consideration other factors
they determine to be relevant to the allocation decision in their sole discretion. Such other factors
may include, but are not limited to, the gross market value of the clients, the time and resources
dedicated to each investment and the clients’ respective life cycle stages and capital flows.
Notwithstanding the foregoing, expenses related to certain services, products or resources may be
allocated in accordance with the governing documents of the Fund and of relevant MAM clients.
Similarly, in cases where investment expenses have been incurred in respect of an investment that
was made on behalf of the Fund and one or more specific clients, other clients who are participating
in excess capacity in such investment may not bear any portion of such investment expenses.
Expense allocation determinations involve assumptions, estimates and projections and depend on
the subjective judgment of MAM in assessing actual or potential benefits received by each client.
While MAM will allocate expenses in good faith in accordance with its expense allocation policies
and procedures, there can be no assurance that any expense will be allocated in a particular manner.
and there may be alternative allocations of expenses that may also be reasonable.

        In addition, the Adviser expects to offer Co-Investment Opportunities (as defined below)
relating to the Fund to the investors therein, as well as third parties or affiliates of the Adviser, in
its sole discretion. While participating co-investors will generally bear their pro rata share of any
...

TYPES OF CLIENTS

         The Adviser currently provides investment advisory services to the Fund. Interests in the
Fund are generally offered to primarily high net worth financially sophisticated individual and
institutional investors. The Adviser’s investment advisory services are generally intended for
investors who would qualify as a “qualified purchaser” as defined in Section 2(a)(51)(A) of the
Investment Company Act of 1940, including insurance companies, endowments, trusts and estates,
governmental agencies, other financially sophisticated institutional and individual investors and
commingled investment vehicles.

       The minimum capital commitment for investors in the Fund is $5,000,000, but may be waived
or reduced by the Fund’s general partner in its sole discretion.

        The Adviser may in the future provide investment advisory services to other clients that
pursue the same investment strategy as the Fund. Such clients may be structured as pooled investment
vehicles, separately managed accounts or funds of one.