Fees and Compensation — Form ADV Part 2A (3/30/2020)
[Brochure]
Item 5: Fees and Compensation
Each Fund is governed by a limited partnership agreement (“LPA” and, together with any
applicable private placement memoranda, investment management agreements and other offering
and/or organizational documents, the “Governing Documents”) that sets forth in detail the fee
structure, if any, applicable to such Fund. Pursuant to the Governing Documents of each Fund,
W&Co. or an affiliate thereof, is generally paid a management fee (the “Management Fee”) by such
Fund quarterly in advance, pro rated for any period that is less than a full calendar quarter, or
otherwise in accordance with such Fund’s Governing Documents. W&Co., or an affiliate thereof, is
authorized under the Fund’s Governing Documents to charge and deduct applicable Management
Fees directly from the assets of the Funds. Annual Management Fees are generally calculated (i)
during such Fund’s investment period, as a percentage of the total committed capital of such Fund
and (ii) thereafter, as a percentage of invested capital. W&Co then pays a fixed subadvisory fee to
EagleTree pursuant to the written Separation and Services Agreement in place between W&Co and
EagleTree. As of the date of this Brochure, the maximum annual Management Fee payable by a
Fund is 2% of capital commitments. Please refer to the Governing Documents of each applicable
Fund for complete information on the Management Fees and/or other compensation payable with
respect to such Fund.
In addition, is the General Partners are eligible to receive a performance-based profit allocation
from certain of the Funds (commonly known as “Carried Interest”), as further described under Item
Account Minimums and Types of Clients — Form ADV Part 2A (3/30/2020)
[Brochure]
Item 7: Types of Clients
W&Co. provides advisory services to the Funds, each of which is a private pooled investment
vehicle, as described in Item 4 “Advisory Business” of this Brochure. Investors in the Funds include
a variety of institutional investors (e.g., public and private pension plans, corporations, limited
liability companies and funds of funds), high net worth individuals and family offices. All Investors
in the Funds are required to be either “qualified purchasers” or employees who are deemed to be
“knowledgeable employees” under the U. S. Investment Company Act of 1940 (as amended) or
must otherwise be permitted to invest under applicable securities laws.
Certain of the Funds have entered into separate agreements, commonly referred to as “side
letters”, with certain investors, to waive certain terms and/or allow such investors to invest on
different terms than those specifically described in such Fund’s Governing Documents. Under
certain circumstances, these agreements create preferences or priorities for such Investors as
compared to other Investors. The minimum capital commitment for an Investor in a Fund is set
forth in such Fund’s Governing Documents.